definiens: ( as defined in Section 4975 of the Code or Section 406 of ERISA ) has occurredthat involves the assets of any Benefit Plan and that is reasonably expected tosubject the Company or the U.S. Clairol Subsidiaries or any of its employees, ora trustee, administrator or other fiduciary of any trusts created under anyBenefit Plan to a material tax or penalty on prohibited transactions imposed bySection 4975 of ERISA or the sanctions imposed under Title I of ERISA ; ( ii ) noneof the Pension Plans has been terminated nor have there been any ( as defined in Section 4043 of ERISA < Page > 35and the regulations thereunder ) with respect thereto that are required to bereported to the Pension Benefit Guaranty Corporation by law or regulation ; and(iii ) to the knowledge of Seller, neither Seller nor any trustee, administratoror other fiduciary of any Benefit Plan nor any agent of any of the foregoing hasengaged in any transaction or acted or failed to act in a manner that isreasonably expected to subject the Company or the U.S. Clairol Subsidiaries toany material liability for breach of fiduciary duty under ERISA or any otherapplicable law