Common use of ERISA Pension and Benefit Plan Compliance Clause in Contracts

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy the applicable minimum funding standard under Section 412(a)(2) of the Code and Section 302 of ERISA or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA), established thereunder in connection with any Pension Plan. The Borrower shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.06, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy the applicable minimum funding standard under Section 412(a)(2) of the Code and Section 302 of ERISA or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA), established thereunder in connection with any Pension Plan (other than the Computervision Pension Plan). The Borrower Parent shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower Parent shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower Parent has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.06, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Parent shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may is reasonably likely to be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any LenderAgent, deliver or cause to be delivered to the Administrative Agent or such LenderAgent, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. (a) No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to Agent and the Lenders (ai) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (bii) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower Borrowers shall promptly notify the Lenders Agent of any material taxes assessed, proposed to be assessed or that the Borrower has Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any LenderAgent, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may beAgent, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. (a) No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to Agent and the Lenders (ai) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (bii) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue ServiceService or to letters or notices such as a favorable Determination Letter with respect to an ERISA Plan, which does not threaten a material liability to a Company. The Borrower Borrowers shall promptly notify the Lenders Agent of any material taxes assessed, proposed to be assessed or that the Borrower has Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty thirty (2030) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to Agent and the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof thereof, a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to the Lenders Lender (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower Borrowers shall promptly notify the Lenders Lender of any material taxes assessed, proposed to be assessed or that the Borrower has Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent Lender with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event ERISA Event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, Lender true and correct copies of any documents relating to the ERISA Plan of any Company. Notwithstanding the foregoing, no Borrower shall be required to report any matter under this Section 5.6 to Lender where the event (or series of events) otherwise results, or could reasonable be expected to result, in liabilities or claims in an aggregate amount not exceeding Five Hundred Thousand Dollars ($500,000).

ERISA Pension and Benefit Plan Compliance. No Except to the extent a failure to comply would reasonably be expected to result in a Material Adverse Effect, no Company shall fail to satisfy the applicable minimum funding standard under Section 412(a)(2) of the Code and Section 302 of ERISA or incur any material accumulated funding deficiency within the meaning of ERISA, or any liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurredoccurred that could reasonably be expected to result in a Material Adverse Effect, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the reasonable request of the Administrative Agent or any LenderAgent, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Lenders Lender (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof thereof, a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Lender of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Tangible Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent Lender with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, Lender true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company Borrower shall fail to satisfy not incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Lenders Collateral Agent (a) as soon as possible and in any event within thirty (30) days after any Company Borrower knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, Borrower setting forth details as to such Reportable Event and the action that such Company Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such CompanyBorrower, and (b) promptly after receipt thereof a copy of any notice such CompanyBorrower, or any member of the a Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such CompanyBorrower; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Collateral Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company Borrower by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.06, 5.6 “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company Borrower shall become aware that an ERISA Event shall have occurred, such Company Borrower shall provide the Administrative Collateral Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company Borrower setting forth the details of the event and the action such Company Borrower or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any LenderCollateral Agent, deliver or cause to be delivered to the Administrative Collateral Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any CompanyBorrower.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue ServiceService or to letters or notices such as a favorable Determination Letter with respect to an ERISA Plan, which does not threaten a material liability to a Company. The Borrower Borrowers shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower has Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “"material” " means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty thirty (2030) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Administrative Agent and the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurredoccurred for which notice is required to be provided to the PBGC, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof thereof, a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Administrative Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an a material ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any LenderAgent, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.. 77

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to the Administrative Agent and the Lenders (ai) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (bii) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service IRS with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause subpart shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue ServiceIRS. The Borrower Borrowers shall promptly notify the Lenders Administrative Agent of any material taxes assessed, proposed to be assessed or that the Borrower has Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service IRS with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an a material ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any LenderAgent, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Domestic Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to the Administrative Agent and the Lenders (a) as soon as possible and in any event within thirty (30) days after any Domestic Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Domestic Company, setting forth details as to such Reportable Event and the action that such Domestic Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Domestic Company, and (b) promptly after receipt thereof a copy of any notice such Domestic Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service IRS with respect to any Pension ERISA Plan administered by such Domestic Company; provided, provided that this latter clause subpart shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue ServiceIRS. The Borrower Borrowers shall promptly notify the Lenders Administrative Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may Borrowers reasonably expect will be assessed against a Domestic Company by the Internal Revenue Service IRS with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Domestic Company shall become aware that an ERISA Event shall have occurred, such 82 Domestic Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Domestic Company setting forth the details of the event and the action such Domestic Company or another Controlled Group member proposes to take with respect theretothereto unless otherwise disclosed on Schedule 6.11 hereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any LenderAgent, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Domestic Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Lenders Lender (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof thereof, a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Lender of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “"material” " means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent Lender with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, Lender true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to Agent and the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if 39 a copy of such notice is available to such Company, and (b) promptly after receipt thereof thereof, a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy the applicable minimum funding standard under Section 412(a)(2) of the Code and Section 302 of ERISA or incur any material liability Except to the PBGC extent such event or occurrence could not reasonably be expected to have a Material Adverse Effect, (other than premium payments due under Section 4007 of ERISA), established thereunder in connection with any Pension Plan. The a) the Borrower shall furnish to the Administrative Agent and the Lenders (a) as soon as possible and in any event within thirty 30 days after any Company knows or has reason to know that a Controlled Group member has filed any notice of intent to terminate any Pension Plan, a copy of such notice, (30b) the Borrower shall furnish to the Administrative Agent and the Lenders as soon as possible and in any event within 30 days after any Company knows or has reason to know that an application for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 has been filed with respect to any Pension Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that a Controlled Group member proposes to take with respect thereto, together with copy of any notice filed with the PBGC or IRS pertaining thereto, and (c) the Borrower shall furnish to the Administrative Agent and the Lenders as soon as possible and in any event within 30 days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Administrative Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan or of any material increase in a Company’s liability under an ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) % of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to Agent and the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any LenderAgent, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower Borrowers shall promptly notify the Lenders Agent of any material taxes assessed, proposed to be assessed or that the Borrower has Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower Borrowers shall furnish to the Lenders Lender (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower Borrowers shall promptly notify the Lenders Lender of any material taxes assessed, proposed to be assessed or that the Borrower has Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent Lender with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower Borrowers shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, Lender true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA), established thereunder in connection with any Pension Plan. The Borrower shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy incur any material accumulated funding deficiency within the applicable minimum funding standard under Section 412(a)(2) meaning of the Code and Section 302 of ERISA ERISA, or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA)PBGC, established thereunder in connection with any Pension ERISA Plan. The Borrower shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension ERISA Plan administered by such Company; provided, provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders Agent of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.065.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurredoccurred which could reasonably be expected to result in a material liability to the Company, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

ERISA Pension and Benefit Plan Compliance. No Company shall fail to satisfy the applicable minimum funding standard under Section 412(a)(2) of the Code and Section 302 of ERISA or incur any material liability to the PBGC (other than premium payments due under Section 4007 of ERISA), established thereunder in connection with any Pension Plan (other than the Computervision Pension Plan). The Borrower shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any Pension Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any Pension Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. The Borrower shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that the Borrower has reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.06, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide the Administrative Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. The Borrower shall, at the request of the Administrative Agent or any Lender, deliver or cause to be delivered to the Administrative Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.