Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (i) There shall occur one or more ERISA Events or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or (ii) there shall exists any fact in the aggregate results in or circumstance that results or might reasonably could be expected to result in the imposition liability of a Lien Holdings or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount its Subsidiaries in excess of $5,000,000 or in 7,500,000 during the aggregate at any time an amount in excess term of $10,000,000this Agreement; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Section 303(k) of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or (ii) in the aggregate results in or might reasonably be expected to result in liability of the Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $10,000,000 during the term of this Agreement; or there shall exists exist any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of Two Million and 00/100 Dollars ($2,000,000.00) during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could would be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Section 303(k) of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or;

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in liability of any Loan Party or any of their respective ERISA Affiliates in excess of $100,000,000 during the term hereof or (ii) there shall exists any fact or circumstance that results or could reasonably could be expected to result in the imposition of a Lien material lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, section 303(k) of ERISA in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of equal to $5,000,000 100,000,000 or in the aggregate at any time an amount in excess of $10,000,000more; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $250,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 401(a)(29) or 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Sections 303(k) or 4068 of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,00025,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its subsidiaries or any of their respective ERISA Affiliates in excess of $100,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 401(a)(29) or 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company or any of its Subsidiaries in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $150,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $15,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that, individually or in the aggregate, results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $4,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in occur the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $50,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $10,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of the Borrower or any of its Subsidiaries in excess of $10,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to on any Employee Benefit Plan under Section 412(n) assets of the Internal Revenue Code Borrower or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; orits Subsidiaries.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $17,250,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could would be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000; orInternal Revenue Code;

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in liability of Parent, Borrower or any Controlled Group Member or any of their respective ERISA Affiliates in excess of $30,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in liability of any Loan Party or any of its ERISA Affiliates in excess of $1,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $20,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount ERISA in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,00020,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of any Loan Party or any of their respective ERISA Affiliates in excess of $10,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Parent, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Sections 303(k) or 4068 of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in a Material Adverse Effect; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISASection 4068 of ERISA upon the property and rights to property belonging to Borrower, in either case involving any of the Guarantors or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000their respective ERISA Affiliates; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $15,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in liability of Holdings or any of its Subsidiaries in excess of $10,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in occur the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of any Credit Party or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates in excess of $35,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company or any of its Subsidiaries in excess of $7,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $40.0 million during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of Two Hundred Fifty Thousand Dollars ($250,000) during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or;

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which, individually or in the aggregate, result in or could reasonably be expected to result in liability of Holdings, the Company, any of the Subsidiaries or any of their respective ERISA Affiliates in excess of $1,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or (ii) there shall exists in the aggregate results in or is reasonably be expected to result in liability of the Borrower or any fact of its Subsidiaries or circumstance any of their respective ERISA Affiliates in excess of $25,000,000 during the term of this Agreement; or the occurrence of an event or condition that results or could reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 401(a)(29) or 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates in excess of $11,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of DUHI or any of its ERISA Affiliates in excess of $10,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates in excess of $10,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company or any of its Subsidiaries in excess of $6,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $3,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in liability of Holdings or any of its Subsidiaries in excess of $20,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in occur the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that, individually or in the aggregate, results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 Section 436 of the Internal Revenue Code; or in the aggregate at any time an amount in excess of $10,000,000; or(k)

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of NTL, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000; or (ii) there shall exists any fact or circumstance that results or would reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving ERISA against the Company or that might reasonably be expected to involve in any individual case an amount its Subsidiaries for obligations or liabilities in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,0002,500,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in liability of Borrower or any ERISA Affiliate of Borrower in excess of $100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 401(a)(29) or 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000ERISA which could have a Material Adverse Effect; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount ERISA in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate result in or would reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $5,750,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in occur the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Section 303(k) of ERISA, in either case involving ; or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or113

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $15,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more of the following: (i) ERISA Events which individually or in the aggregate results or (ii) there Company or one of its ERISA Affiliates shall exists any fact or circumstance that have engaged in a transaction which is prohibited under Section 4975 of the Code of Section 406 of ERISA which results or reasonably could be expected to result in the imposition of a Lien liability which has a Material Adverse Effect on Company or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000its ERISA Affiliates; or

Employee Benefit Plans. (i) There shall occur one or more ---------------------- ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,000,000; or (ii) there shall exists any fact or circumstance that results or would reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate result in or would be reasonably expected to result in liability of the Borrower, or any Guarantor in excess of $500,000; or (ii) there shall exists any fact or circumstance that results or would be reasonably could be expected to result in the imposition of a Lien or security interest with respect to on any Employee Benefit Plan Collateral under Section 412(n430(k) or 436(f) of the Internal Revenue Code or under ERISA, in either case involving ; or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000cancelled; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or (ii) there shall exists any fact in the aggregate results in or circumstance that results or might reasonably could be expected to result in liability of the imposition Company, Holdings, any of a Lien their Subsidiaries or security interest with respect to any Employee Benefit Plan under of their respective ERISA Affiliates in excess of $10,000,000 during the term hereof; or there shall exist an amount of unfunded benefit liabilities (as defined in Section 412(n4001(a)(18) of ERISA), individually or in the Internal Revenue Code or under ERISA, aggregate for all Pension Plans that in either case involving or that might the determination of the Administrative Agent could reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000have a Material Adverse Effect; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in occur the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving of clauses (i) or that might (ii), which individually or in the aggregate results in liability of any Parent Company, the Borrowers or any of the Subsidiaries in an aggregate amount which would reasonably be expected to involve result in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000a Material Adverse Effect; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Sections 303(k) or 4068 of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,00015,000,000; oror 104

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Intermediate Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Section 303(k) of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or;

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,000,000 in any calendar year or $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $4,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in liability of Holdings or any of its Subsidiaries in excess of the Threshold Amount during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in occur the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving ; or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or130

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $50,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected ERISA with respect to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; orPension Plan.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Section 303(k) of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Section 303(k) of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $25.0 million during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of the Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $50,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings or any of its Subsidiaries in excess of $5,750,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount ERISA in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,00011,500,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or (ii) there shall exists in the aggregate results in or is reasonably be expected to result in liability of the Borrower, any fact Subsidiary or circumstance any ERISA Affiliate in excess of $25,000,000 during the term of this Agreement; or the occurrence of an event or condition that results or could reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of any Credit Party, any OZ Subsidiary or any of their respective ERISA Affiliates in excess of $80,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates could individually or in the aggregate reasonably be expected to result in a Material Adverse Effect during the term hereof; or (ii) there shall exists any fact or circumstance that results or could reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $3,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that individually or in the aggregate results in or might reasonably be expected to result in liability of any Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 Section 436 of the Internal Revenue Code; or in the aggregate at any time an amount in excess of $10,000,000; orWEIL:\96958663\10\71605.0155

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of any Loan Party or any of their respective ERISA Affiliates in excess of $100,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n), 430(k) of the Internal Revenue Code IRC or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Guarantors or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $4,740,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Parent Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount ERISA in excess of $5,000,000 or in 500,000 during the aggregate at any time an amount in excess of $10,000,000term hereof; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,0002,500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under Section 303(k) of ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events that individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries, any Controlled Fund GP or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving ERISA or that might reasonably be expected to involve in any individual case an amount in excess a violation of $5,000,000 or in Section 436 of the aggregate at any time an amount in excess of $10,000,000Internal Revenue Code; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or could reasonably be expected to result in a Material Adverse Effect; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect pursuant to any Employee Benefit Plan under Section 412(n430(k) of the Internal Revenue Code or under ERISA, in either case involving Section 303(k) or that might reasonably be expected to involve in any individual case an amount 4068 of ERISA on the assets of Parent or its Restricted Subsidiaries in excess of $5,000,000 or 15,000,000 in the aggregate at any one time an amount in excess of $10,000,000that primes the Liens that secure the Obligations; or

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $1,500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; orA&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT 106

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $500,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of Holdings or any of its Subsidiaries, including through any joint and several liability with any of their respective ERISA Affiliates, in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in occur the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or.

Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there shall exists any fact or circumstance that results or reasonably could be expected to result in the imposition of a Lien or security interest with respect to any Employee Benefit Plan under Section 412(n) of the Internal Revenue Code or under ERISA, in either case involving or that might reasonably be expected to involve in any individual case an amount in excess of $5,000,000 or in the aggregate at any time an amount in excess of $10,000,000; or