definiens: ( as such term is defined in Section 406 of ERISA and Section 4975 of the Code ) or any other breach of fiduciaryresponsibility with respect to any Benefit Plan subject to ERISA that reasonably could be expected to subject the Company orany Company Subsidiary or the Employees to ( i ) any material tax or penalty on prohibited transactions imposed bySection 4975 of the Code or ( ii ) any material liability under Section 502(i ) or Section 502(l ) of ERISA . As of the date of thisAgreement, with respect to any Benefit Plan : ( A ) no material filing, application or other matter is pending with the InternalRevenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any othergovernmental body and ( B ) to the Knowledge of the Company, there is no action, suit, investigation, inquiry or claimpending, other than routine claims for benefits, with respect to any Benefit Plan, except as would not reasonably be expectedto give rise to any material liability