Common use of Compliance with ERISA; ERISA Notices Clause in Contracts

Compliance with ERISA; ERISA Notices. Comply in all material respects with all requirements imposed by ERISA as presently in effect or hereafter promulgated or the Internal Revenue Code (or comparable laws in applicable jurisdictions outside the United States of America relating to foreign Pension Plans), including, but not limited to, the minimum funding requirements for any Pension Plan, except to the extent that any noncompliance could not reasonably be expected to have a Material Adverse Effect and promptly notify Banks and Agent upon the occurrence of any of the following events: (a) the termination of any Pension Plan pursuant to Subtitle C of Title IV of ERISA or otherwise (other than any defined contribution plan not subject to Section 412 of the Internal Revenue Code and any Multiemployer Plan); (b) the appointment of a trustee by a United States District Court to administer any Pension Plan; (c) the commencement by the PBGC, or any successor thereto, of any proceeding to terminate any Pension Plan; (d) the failure of the Company or any ERISA Affiliate to make any contribution in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; (e) the withdrawal of the Company or any ERISA Affiliate from any Multiemployer Plan if Company or such Subsidiary reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability with respect thereto; (f) the occurrence of an accumulated funding deficiency (as defined in Section 6.16 hereof) or a Reportable Event; and (g) the occurrence of a Prohibited Transaction which could reasonably be expected to have a Material Adverse Effect.

Compliance with ERISA; ERISA Notices. (a) Comply in all material respects with all material requirements imposed by ERISA as presently in effect or hereafter promulgated or and the Internal Revenue Code (or comparable laws in applicable jurisdictions outside the United States of America relating to foreign Pension Plans)Code, including, but not limited to, the minimum funding requirements for any Pension Plan, except to the extent that any noncompliance could not reasonably be expected to have a Material Adverse Effect and promptly Effect. (b) Promptly notify Banks and Agent upon the occurrence of any of the following events: events in writing: (ai) the termination termination, other than a standard termination, as defined in ERISA, of any Pension Plan pursuant subject to Subtitle C of Title IV of ERISA by OMP or otherwise any of its Subsidiaries; (other than any defined contribution plan not subject to Section 412 of the Internal Revenue Code and any Multiemployer Plan); (bii) the appointment of a trustee by a United States District Court to administer any Pension Plan; Plan subject to Title IV of ERISA; (ciii) the commencement by the PBGC, or any successor thereto, of any proceeding to terminate any Pension Plan; Plan subject to Title IV of ERISA; (div) the failure of the Company OMP or any ERISA Affiliate of its Subsidiaries to make any contribution payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; Code or Section 302 of ERISA; (ev) the withdrawal of the Company OMP or any ERISA Affiliate of its Subsidiaries from any Multiemployer Plan if Company or any such Subsidiary Person reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability Withdrawal Liability with respect thereto; ; or (fvi) the occurrence of an accumulated funding deficiency (x) a “reportable event” which is required to be reported by OMP or any of its Subsidiaries under Section 4043 of ERISA other than any event for which the reporting requirement has been waived by the PBGC or (y) a “prohibited transaction” as defined in Section 6.16 hereof) 406 of ERISA or Section 4975 of the Internal Revenue Code other than a Reportable Event; and (g) the occurrence of transaction for which a Prohibited Transaction which could reasonably be expected to have a Material Adverse Effectstatutory exemption is available or an administrative exemption has been obtained.

Compliance with ERISA; ERISA Notices. (a) Comply in all material respects with all material requirements imposed by ERISA as presently in effect or hereafter promulgated or and the Internal Revenue Code (or comparable laws in applicable jurisdictions outside the United States of America relating to foreign Pension Plans)Code, including, but not limited to, the minimum funding requirements for any Pension Plan, except to the extent that any noncompliance could not reasonably be expected to have a Material Adverse Effect and promptly Effect. (b) Promptly notify Banks and Administrative Agent upon the occurrence of any of the following events: events of which Borrower has knowledge if any such event or events would reasonably be expected to have a Material Adverse Effect: (ai) the termination termination, other than a standard termination, as defined in ERISA, of any Pension Plan pursuant subject to Subtitle C of Title IV of ERISA or otherwise by any Credit Party; (other than any defined contribution plan not subject to Section 412 of the Internal Revenue Code and any Multiemployer Plan); (bii) the appointment of a trustee by a United States District Court to administer any Pension Plan; Plan subject to Title IV of ERISA; (ciii) the commencement by the PBGC, or any successor thereto, of any proceeding to terminate any Pension Plan; Plan subject to Title IV of ERISA; (div) the failure of the Company or any ERISA Affiliate Credit Party to make any contribution payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; Code or Section 302 of ERISA; (ev) the withdrawal of the Company or any ERISA Affiliate Credit Party from any Multiemployer Plan if Company or such Subsidiary any Credit Party reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability Withdrawal Liability with respect thereto; ; or (fvi) the occurrence of an accumulated funding deficiency (x) a “reportable event” which is required to be reported by a Credit Party under Section 4043 of ERISA other than any event for which the reporting requirement has been waived by the PBGC or (y) a “prohibited transaction” as defined in Section 6.16 hereof) 406 of ERISA or a Reportable Event; and (g) Section 4975 of the occurrence of a Prohibited Transaction which could reasonably be expected to have a Material Adverse Effect.Internal

Compliance with ERISA; ERISA Notices. (a) Comply in all material respects with all material requirements imposed by ERISA as presently in effect or hereafter promulgated or and the Internal Revenue Code (or comparable laws in applicable jurisdictions outside the United States of America relating to foreign Pension Plans)Code, including, but not limited to, the minimum funding requirements for any Pension Plan, except to the extent that any noncompliance could not reasonably be expected to have a Material Adverse Effect and promptly Effect. (b) Promptly notify Banks and Administrative Agent upon the occurrence of any of the following events: events of which Borrower has knowledge if any such event or events would reasonably be expected to have a Material Adverse Effect: (ai) the termination termination, other than a standard termination, as defined in ERISA, of any Pension Plan pursuant subject to Subtitle C of Title IV of ERISA or otherwise by any Credit Party; (other than any defined contribution plan not subject to Section 412 of the Internal Revenue Code and any Multiemployer Plan); (bii) the appointment of a trustee by a United States District Court to administer any Pension Plan; Plan subject to Title IV of ERISA; (ciii) the commencement by the PBGC, or any successor thereto, of any proceeding to terminate any Pension Plan; Plan subject to Title IV of ERISA; (div) the failure of the Company or any ERISA Affiliate Credit Party to make any contribution payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; Code or Section 302 of ERISA; (ev) the withdrawal of the Company or any ERISA Affiliate Credit Party from any Multiemployer Plan if Company or such Subsidiary any Credit Party reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability Withdrawal Liability with respect thereto; ; or (fvi) the occurrence of an accumulated funding deficiency (x) a “reportable event” which is required to be reported by a Credit Party under Section 4043 of ERISA other than any event for which the reporting requirement has been waived by the PBGC or (y) a “prohibited transaction” as defined in Section 6.16 hereof) 406 of ERISA or Section 4975 of the Internal Revenue Code other than a Reportable Event; and (g) the occurrence of transaction for which a Prohibited Transaction which could reasonably be expected to have a Material Adverse Effect.statutory exemption is available or an administrative exemption has been obtained. MRC Energy Company Credit Agreement 94

Compliance with ERISA; ERISA Notices. (a) Comply in all material respects with all material requirements imposed by ERISA as presently in effect or hereafter promulgated or and the Internal Revenue Code (or comparable laws in applicable jurisdictions outside the United States of America relating to foreign Pension Plans)Code, including, but not limited to, the minimum funding requirements for any Pension Plan, except to the extent that any noncompliance could not reasonably be expected to have a Material Adverse Effect and promptly Effect. (b) Promptly notify Banks and Administrative Agent upon the occurrence of any of the following events: events of which Borrower has knowledge if any such event or events would reasonably be expected to have a Material Adverse Effect: (ai) the termination termination, other than a standard termination, as defined in ERISA, of any Pension Plan pursuant subject to Subtitle C of Title IV of ERISA or otherwise by any Credit Party; (other than any defined contribution plan not subject to Section 412 of the Internal Revenue Code and any Multiemployer Plan); (bii) the appointment of a trustee by a United States District Court to administer any Pension Plan; Plan subject to Title IV of ERISA; (ciii) the commencement by the PBGC, or any successor thereto, of any proceeding to terminate any Pension Plan; Plan subject to Title IV of ERISA; (div) the failure of the Company or any ERISA Affiliate Credit Party to make any contribution payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; Code or Section 302 of ERISA; (ev) the withdrawal of the Company or any ERISA Affiliate Credit Party from any Multiemployer Plan if Company or such Subsidiary any Credit Party reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability Withdrawal Liability with respect thereto; ; or (fvi) the occurrence of an accumulated funding deficiency (x) a “reportable event” which is required to be reported by a Credit Party under Section 4043 of ERISA other than any event for which the reporting requirement has been waived by the PBGC or (y) a “prohibited transaction” as defined in Section 6.16 hereof) 406 of ERISA or Section 4975 of the Internal Revenue Code other than a Reportable Event; and (g) the occurrence of transaction for which a Prohibited Transaction which could reasonably be expected to have a Material Adverse Effectstatutory exemption is available or an administrative exemption has been obtained.

Compliance with ERISA; ERISA Notices. (a) Comply in all material respects with all material requirements imposed by ERISA as presently in effect or hereafter promulgated or and the Internal Revenue Code (or comparable laws in applicable jurisdictions outside the United States of America relating to foreign Pension Plans)Code, including, but not limited to, the minimum funding requirements for any Pension Plan, except to the extent that any noncompliance could not reasonably be expected to have a Material Adverse Effect and promptly Effect. MRC Energy Company Credit Agreement (b) Promptly notify Banks and Administrative Agent upon the occurrence of any of the following events: events of which Borrower has knowledge if any such event or events would reasonably be expected to have a Material Adverse Effect: (ai) the termination termination, other than a standard termination, as defined in ERISA, of any Pension Plan pursuant subject to Subtitle C of Title IV of ERISA or otherwise by any Credit Party; (other than any defined contribution plan not subject to Section 412 of the Internal Revenue Code and any Multiemployer Plan); (bii) the appointment of a trustee by a United States District Court to administer any Pension Plan; Plan subject to Title IV of ERISA; (ciii) the commencement by the PBGC, or any successor thereto, of any proceeding to terminate any Pension Plan; Plan subject to Title IV of ERISA; (div) the failure of the Company or any ERISA Affiliate Credit Party to make any contribution payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; Code or Section 302 of ERISA; (ev) the withdrawal of the Company or any ERISA Affiliate Credit Party from any Multiemployer Plan if Company or such Subsidiary any Credit Party reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability Withdrawal Liability with respect thereto; ; or (fvi) the occurrence of an accumulated funding deficiency (x) a “reportable event” which is required to be reported by a Credit Party under Section 4043 of ERISA other than any event for which the reporting requirement has been waived by the PBGC or (y) a “prohibited transaction” as defined in Section 6.16 hereof) 406 of ERISA or Section 4975 of the Internal Revenue Code other than a Reportable Event; and (g) the occurrence of transaction for which a Prohibited Transaction which could reasonably be expected to have a Material Adverse Effectstatutory exemption is available or an administrative exemption has been obtained.

Compliance with ERISA; ERISA Notices. (a) Comply in all material respects with all material requirements imposed by ERISA as presently in effect or hereafter promulgated or and the Internal Revenue Code (or comparable laws in applicable jurisdictions outside the United States of America relating to foreign Pension Plans)Code, including, but not limited to, the minimum funding requirements for any Pension Plan, except to the extent that any noncompliance could not reasonably be expected to have a Material Adverse Effect and promptly Effect. (b) Promptly notify Banks and Agent upon the occurrence of any of the following events: events in writing: (ai) the termination termination, other than a standard termination, as defined in ERISA, of any Pension Plan pursuant subject to Subtitle C of Title IV of ERISA by Obagi or otherwise any of its Subsidiaries; (other than any defined contribution plan not subject to Section 412 of the Internal Revenue Code and any Multiemployer Plan); (bii) the appointment of a trustee by a United States District Court to administer any Pension Plan; Plan subject to Title IV of ERISA; (ciii) the commencement by the PBGC, or any successor thereto, of any proceeding to terminate any Pension Plan; Plan subject to Title IV of ERISA; (div) the failure of the Company Obagi or any ERISA Affiliate of its Subsidiaries to make any contribution payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; Code or Section 302 of ERISA; (ev) the withdrawal of the Company Obagi or any ERISA Affiliate of its Subsidiaries from any Multiemployer Plan if Company or any such Subsidiary Person reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability Withdrawal Liability with respect thereto; ; or (fvi) the occurrence of an accumulated funding deficiency (x) a “reportable event” which is required to be reported by Obagi or any of its Subsidiaries under Section 4043 of ERISA other than any event for which the reporting requirement has been waived by the PBGC or (y) a “prohibited transaction” as defined in Section 6.16 hereof) 406 of ERISA or Section 4975 of the Internal Revenue Code other than a Reportable Event; and (g) the occurrence of transaction for which a Prohibited Transaction which could reasonably be expected to have a Material Adverse Effectstatutory exemption is available or an administrative exemption has been obtained.