Cooperation with Respect to Potential Restructuring Sample Clauses

Cooperation with Respect to Potential Restructuring. (i) Daimler, the PBGC and the Plan Sponsor(s) shall reasonably cooperate to restructure the $400,000,000 (Four Hundred Million U.S. Dollars) of Required Contributions payable on the Scheduled Payment Dates (A) in a manner that would achieve the parties’ express intention that the Required Contributions are exclusively for the benefit of the Plans and are not subject to the claims by or on behalf of the creditors of the Plan Sponsor(s) or otherwise subject to any disgorgement or repayment obligation by the Plan, (B) in a manner that would result in the Required Contributions being deemed to have been contributed to the Plans prior to the Scheduled Payment Dates and (C) so that the Plan Sponsor(s) may, to the extent permitted by applicable Law, apply the Required Contributions to the Plan Sponsor’s minimum funding requirements applicable to the Plans; provided, however, that no such restructuring shall affect the rights or obligations of any of the parties to this Agreement. The parties intend, subject to any necessary government approvals and entering into reasonably acceptable definitive agreements, to restructure the $400,000,000 (Four Hundred Million U.S. Dollars) of Required Contributions to be made on the Scheduled Payment Dates as follows: (Y) Daimler will execute and deliver a note(s) to the Plan Sponsor(s) evidencing Daimler’s obligation to make the Required Contributions on the applicable Scheduled Payment Dates (the “Daimler Note(s)”) to the Plan Sponsor(s) and (Z) the Plan Sponsor(s) will immediately contribute the Daimler Note(s) to the Plans, in accordance with the Single Plan Required Contribution Amounts set forth on Schedule A. To the extent that Daimler pays the Plans Bank Account in connection with the Daimler Notes(s), the Plan Sponsor shall provide the PBGC with written evidence of the amount of payment within five Business Days after such payment is made.