Common use of ERISA Event Clause in Contracts

ERISA Event. a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax.

ERISA Event. a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Borrower or any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the that a Multiemployer Plan that such plan is in reorganization; (d) the filing of a notice of intent to terminate, terminate a Pension Plan in a distress termination (within the treatment meaning of a Plan amendment as a termination under Section 4041 or 4041A 4041(c) of ERISA), or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (gf) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Obligor or ERISA Affiliate. Event of Default: Default — as defined in Section 11. Excluded Tax: Disposition — with respect to Agentany Consolidated Party, any Lender, Issuing Bank or any other recipient Disposition consisting of a payment to be made by or on account of any Obligation, (a) Taxes imposed on the sale, lease, license, transfer or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu other disposition of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, Property in the case ordinary course of any Lendersuch Consolidated Party’s business, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States sale, lease, license, transfer or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; disposition of obsolete or worn out Equipment, (c) any backup withholding tax required sale, lease, license, transfer or other disposition of Property by the Code such Consolidated Party to any Obligor, provided that Obligors shall cause to be withheld from amounts payable executed and delivered such documents, instruments and certificates as Agent may request so as to a Lender that has failed cause Obligors to comply be in compliance with the terms of Section 5.10; and 10.1.14 after giving effect to such transaction, (d) in the case of any Involuntary Disposition by such Consolidated Party, (e) any Disposition by such Consolidated Party constituting a Foreign LenderPermitted Investment and (f) if such Consolidated Party is not an Obligor, any United States withholding tax sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is (i) required pursuant to laws in force at not an Obligor; provided, however, that the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except term “Excluded Disposition” shall not include any Disposition to the extent that any portion of the proceeds of such Foreign Lender (or its assignor, if any) was entitled, at Disposition would be required by the time PP&E Credit Agreement to be applied to the prepayment of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxany PP&E Obligations.

ERISA Event. As soon as possible and in any event within five (5) days after the Borrower has Knowledge that any of the events described below has occurred, a Reportable duly executed certificate of an Authorized Officer of the Borrower setting forth the details of each such event and the action that the Borrower proposes to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (i) any Termination Event with respect to an ERISA Plan or a Pension Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any liability to the Borrower; (ii) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise tax or other material liability on the Borrower; (iii) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; ; (biv) the Borrower or any Plan fiduciary has engaged in a “prohibited transaction,” as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not exempt under Section 4975 of the Code, Section 408 of ERISA or another applicable administrative, regulatory or statutory exemption, that could reasonably be expected to result in material liability to the Borrower; (v) there exists any Unfunded Benefit Liabilities under any ERISA Plan; (vi) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could reasonably be expected to result in any liability to the Borrower; (vii) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer “default” (as defined in Section 4001(a)(24219(c)(5) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from occurs with respect to payments to a Multiemployer Plan or notification and such default could reasonably be expected to result in any liability to the Borrower; (viii) a Multiemployer Plan that such plan is in “reorganization; ” (das defined in Section 418 of the Code or Section 4241 of ERISA) or is “insolvent” (as defined in Section 4245 of ERISA); (ix) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 Borrower or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet has incurred any minimum funding obligations potential withdrawal liability (as defined in accordance with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent ); or (x) there is an action brought against the Borrower or any ERISA Affiliate under Section 4007 502 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed failure to comply with Section 5.10; and (d) in the case 515 of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor Loan Party or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor Loan Party or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationPlan; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) failure of any Obligor Loan Party or ERISA Affiliate fails to meet any minimum contribution or funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a request by such Loan Party or ERISA Affiliate of a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability (including, without limitation, any Lien) under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor Loan Party or ERISA Affiliate. Event ; (h) the receipt by a Loan Party or ERISA Affiliate of Default: as defined in an inquiry from the PBGC under the Early Warning Program or Risk Mitigation Program, or any substantially equivalent inquiry by the PBGC, which indicates the existence of any other event or condition that could reasonably be expected to constitute grounds under Section 11. Excluded Tax: with respect 4042 of ERISA for the termination of, or the appointment of a trustee to Agentadminister, any Lender, Issuing Bank Pension Plan or any other recipient of result in additional funding obligations on a payment to be made by Loan Party or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is locatedERISA Affiliate; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA); or (j) a determination that any Pension Plan is considered to laws be an at-risk plan or that any Multiemployer Plan is in force at endangered or critical status within the time such Lender becomes a Lender (or designates a new Lending Office) hereundermeaning of Sections 430, 431 and 432 of the Code, or (ii) attributable to such Lender’s failure or inability (other than as a result Sections 303, 304 and 305 of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. As soon as possible and in any event within five (5) days after the Borrower knows, or has reason to know, that any of the events described below has occurred, a Reportable duly executed certificate of an Authorized Officer of the Borrower setting forth the details of each such event and the action that the Borrower proposes to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (i) any Termination Event with respect to any Plan or a Pension Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any liability to the Borrower; (ii) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise tax or other material liability on the Borrower; (iii) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; ; (biv) with respect to any Plan or any other employee benefit plan subject to ERISA, the Borrower or any Plan fiduciary has engaged in a “prohibited transaction,” as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not exempt under Section 4975 of the Code and Section 408 of ERISA that could reasonably be expected to result in a material liability to the Borrower; (v) there exists any Unfunded Benefit Liabilities under any Plan; (vi) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could reasonably be expected to result in any liability to the Borrower; (vii) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer “default” (as defined in Section 4001(a)(24219(c)(5) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from occurs with respect to payments to a Multiemployer Plan or notification and such default could reasonably be expected to result in any liability to the Borrower; (viii) a Multiemployer Plan that such plan is in “reorganization; ” (das defined in Section 418 of the Code or Section 4241 of ERISA) or is “insolvent” (as defined in Section 4245 of ERISA); (ix) the filing Borrower and/or any ERISA Affiliate has incurred any potential withdrawal liability (as defined in accordance with Title IV of a notice of intent to terminate, ERISA); or (x) there is an action brought against the treatment of a Plan amendment as a termination Borrower or any ERISA Affiliate under Section 4041 or 4041A 502 of ERISA, or the commencement ERISA with respect to its failure to comply with Section 515 of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment employee benefit plan subject to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event Any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the thirty (30) day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of a Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by a Borrower or any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by a Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability (as defined in Part I of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan or a determination that a Multiemployer Plan is, upon or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a “prohibited transaction” with respect to which a Borrower or any Obligor of its Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or ERISA Affiliatewith respect to which a Borrower or any such Subsidiary could otherwise be liable; and (i) any other event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in liability of a Borrower. Event of Default: as defined . Any event described in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax8.1.

ERISA Event. a Reportable Event Any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator of ERISA, upon any Obligor notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate. Event Affiliate of Default: any notice concerning the imposition of Withdrawal Liability (as defined in Section 11. Excluded Tax: Part I of Subtitle E of Title IV of ERISA) with respect to Agentany Multiemployer Plan or a determination that a Multiemployer Plan is, any Lenderor is expected to be, Issuing Bank insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any other recipient of the Subsidiaries is a payment “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by which the jurisdiction (Borrower or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to Subsidiary could otherwise be withheld from amounts payable to a Lender that has failed to comply with Section 5.10liable; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (any other event or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers condition with respect to such withholding taxa Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower.

ERISA Event. a Reportable Event Any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator of ERISA, upon any Obligor notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate. Event Affiliate of Default: any notice concerning the imposition of Withdrawal Liability (as defined in Section 11. Excluded Tax: Part I of Subtitle E of Title IV of ERISA) with respect to Agentany Multiemployer Plan or a determination that a Multiemployer Plan is, any Lenderor is expected to be, Issuing Bank insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a "prohibited transaction" with respect to which the Borrower or any other recipient of the Subsidiaries is a payment "disqualified person" (within the meaning of Section 4975 of the Code) or with respect to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by which the jurisdiction (Borrower or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to Subsidiary could otherwise be withheld from amounts payable to a Lender that has failed to comply with Section 5.10liable; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (any other event or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers condition with respect to such withholding taxa Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower. EVENT OF DEFAULT. Any event described in Section 8.1. EXISTING AGREEMENT. See Preamble.

ERISA Event. a A Reportable Event with respect to a Pension Plan; (b) a the withdrawal by of any Obligor Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it such entity was a “substantial employer (employer” as defined in Section 4001(a)(2) of ERISA) ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor Borrower or any ERISA Affiliate from a Multiemployer Plan or notification to the that a Multiemployer Plan that such plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or ; (e) the commencement of proceedings institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor Borrower or any ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, ; or (i) a failure by any Lender, Issuing Bank Borrower or any other recipient ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a payment Pension Plan, whether or not waived, or the failure by any Borrower or any ERISA Affiliate to be made make any required contribution to a Multiemployer Plan. Federal Funds Rate. For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by or the Federal Reserve Bank of New York on account of any Obligation, the Business Day next succeeding such day; provided that (a) Taxes imposed if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on or measured by its overall net income (however denominated)such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxAdministrative Agent.

ERISA Event. a Reportable Event A “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to a any Guaranteed Pension Plan; (bii) a withdrawal by the failure to meet the minimum funding standard of Code Section 412 with respect to any Obligor or ERISA Affiliate from a Guaranteed Pension Plan subject (whether or not waived in accordance with Section 412(d) of the Code) or the failure to make by its due date a required installment under Code Section 412(m) with respect to any Guaranteed Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Guaranteed Pension Plan pursuant to Section 4063 4041(a)(2) of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of terminate such plan in a Plan amendment as a distress termination under described in Section 4041 or 4041A 4041(c) of ERISA; (iv) the withdrawal by any Borrower, Guarantor, Pledged Entity or ERISA Affiliate from any Guaranteed Pension Plan with two or more contributing sponsors or the termination of any such plan resulting in liability pursuant to Sections 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Guaranteed Pension Plan, or the commencement occurrence of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Guaranteed Pension Plan or Multiemployer Plan; or (gvi) the imposition of liability on any Borrower, Guarantor, Pledged Entity or ERISA Affiliate pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal by any Borrower, Guarantor, Pledged Entity or any ERISA Affiliate in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability under Title IV therefor, or the receipt by any Borrower, Guarantor, Pledged Entity or any ERISA Affiliate of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission that could give rise to the imposition on any Borrower, Guarantor, Pledged Entity or any ERISA Affiliate of material fines, penalties, taxes or related charges under the Code in respect of any Employee Benefit Plan including without limitation, the occurrence of a prohibited transaction within the meaning of Code Section 4975, that would have a Material Adverse Effect; (ix) the assertion of a material claim (other than routine claims for PBGC premiums due but not delinquent benefits) against any Employee Benefit Plan or the assets thereof, or against any Borrower, Guarantor, Pledged Entity or any ERISA Affiliate in connection with any such Employee Benefit Plan that would have a Material Adverse Effect; (x) receipt from the Internal Revenue Service of notice of the failure of any Guaranteed Pension Plan (or any other Employee Benefit Plan intended to be qualified under Code Section 4007 401(a)) to qualify under Code Section 401(a), or the failure of ERISA, upon any Obligor trust forming part of any Employee Benefit Plan that is an employee pension benefit plan within the meaning of Section 3(2) of ERISA to qualify for exemption from taxation under Code Section 501(a); or (xi) the imposition of a Lien pursuant to Code Section 401(a)(29) or 412(n) or pursuant to ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax Employee Benefit Plan that is (ian employee pension benefit plan within the meaning of Section 3(2) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event Any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the thirty (30) day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator of ERISA, upon any Obligor notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate. Event Affiliate of Default: any notice concerning the imposition of Withdrawal Liability (as defined in Section 11. Excluded Tax: Part I of Subtitle E of Title IV of ERISA) with respect to Agentany Multiemployer Plan or a determination that a Multiemployer Plan is, any Lenderor is expected to be, Issuing Bank insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any other recipient of the Subsidiaries is a payment “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by which the jurisdiction (Borrower or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to Subsidiary could otherwise be withheld from amounts payable to a Lender that has failed to comply with Section 5.10liable; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (any other event or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers condition with respect to such withholding taxa Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower.

ERISA Event. As soon as possible and in any event within five (5) days after the Borrower knows, or has reason to know, that any of the events described below has occurred, a Reportable duly executed certificate of an Authorized Officer of the Borrower setting forth the details of each such event and the action that the Borrower proposes to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (i) any Termination Event with respect to any Plan or a Pension Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any liability to the Borrower; (ii) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise tax or other material liability on the Borrower; (iii) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; ; (biv) with respect to any Plan or any other employee benefit plan subject to ERISA, the Borrower or any Plan fiduciary has engaged in a “prohibited transaction,” as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not exempt under Section 4975 of the Code, Section 408 of ERISA or another applicable administrative, regulatory or statutory exemption, that could reasonably be expected to result in material liability to the Borrower; (v) there exists any Unfunded Benefit Liabilities under any Plan; (vi) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could reasonably be expected to result in any liability to the Borrower; (vii) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer “default” (as defined in Section 4001(a)(24219(c)(5) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from occurs with respect to payments to a Multiemployer Plan or notification and such default could reasonably be expected to result in any liability to the Borrower; (viii) a Multiemployer Plan that such plan is in “reorganization; ” (das defined in Section 418 of the Code or Section 4241 of ERISA) or is “insolvent” (as defined in Section 4245 of ERISA); (ix) the filing Borrower and/or any ERISA Affiliate has incurred any potential withdrawal liability (as defined in accordance with Title IV of a notice of intent to terminate, ERISA); or (x) there is an action brought against the treatment of a Plan amendment as a termination Borrower or any ERISA Affiliate under Section 4041 or 4041A 502 of ERISA, or the commencement ERISA with respect to its failure to comply with Section 515 of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment employee benefit plan subject to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event Any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrowers or any ERISA Affiliate from any Plan or Multiemployer Plan; (f) the receipt by the Borrowers or any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrowers or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability (as defined in Part I of Subtitle E of Title IV of ERISA) with respect to any Multiemployer Plan or a determination that a Multiemployer Plan is, upon or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a Prohibited Acquisition with respect to which the Borrowers or any Obligor of their Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or ERISA Affiliatewith respect to which the Borrowers or any such Subsidiary could otherwise be liable; and (i) any other event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in material liability of the Borrowers. Event of Default: as defined . Any event described in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax9.1.

ERISA Event. a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the that a Multiemployer Plan that such plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to the determination that any Pension Plan is considered an at risk plan or Multiemployer Plana plan in critical or endangered status under the Code, ERISA or requests a minimum funding waiverthe Pension Protection Act of 2006; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate; or (h) failure by an Obligor or ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or to make a required contribution to a Multiemployer Plan. Event of Default: as defined in Section 11. Excluded TaxDeposit Account: with respect to Agent, a Deposit Account maintained by any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, Obligor (a) Taxes imposed on which has been established and is used exclusively for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments to or measured by its overall net income for the benefit of such Obligor's employees and accrued and unpaid employee compensation (however denominatedincluding salaries, wages, benefits and expense reimbursements), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States which is a zero balance operational disbursement or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; account, (c) any backup withholding has been established and is used exclusively for the sole purpose of making and remitting sales and use taxes, VAT and/or such Canadian sales and use tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and equivalents or (d) in which is used for p▇▇▇▇ cash or similar purposes so long as the case of a Foreign Lender, any United States withholding tax that is amount on deposit (i) required pursuant to laws in force at the time each such Lender becomes a Lender individual Deposit Account described in this clause (or designates a new Lending Officed) hereunder, or does not exceed $12,000 during any period of seventy-two consecutive hours and (ii) attributable in all Deposit Accounts referred to such Lender’s failure or inability in this clause (other than as a result d) does not exceed $60,000 in the aggregate during any period of a Change in Law) to comply with Section 5.10, except seventy-two consecutive hours. Anything to the extent that such Foreign Lender (or its assignorcontrary contained in this Agreement notwithstanding, if any) was entitled, at the time of designation of a new Lending Office (or assignment), CARES Account shall be deemed to receive additional amounts from Borrowers with respect to such withholding taxbe an Excluded Deposit Account.

ERISA Event. As soon as possible and in any event within five (5) days after the Borrower knows, or has reason to know, that any of the events described below has occurred, a Reportable duly executed certificate of an Authorized Officer of the Borrower setting forth the details of each such event and the action that the Borrower proposes to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (i) any Termination Event with respect to an ERISA Plan or a Pension Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any material liability to the Borrower; (ii) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise tax or other material liability on the Borrower; (iii) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; ; (biv) the Borrower or any Plan fiduciary has engaged in a “prohibited transaction,” as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not exempt under Section 4975 of the Code and Section 408 of ERISA that could reasonably be expected to result in material liability to the Borrower; (v) there exists any Unfunded Benefit Liabilities under any ERISA Plan; (vi) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could reasonably be expected to result in any material liability to the Borrower; (vii) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer “default” (as defined in Section 4001(a)(24219(c)(5) of ERISA) or a cessation occurs with respect to payments of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from liability to a Multiemployer Plan or notification and such default could reasonably be expected to result in any material liability to the Borrower; (viii) a Multiemployer Plan that such plan is in “reorganization; ” (das defined in Section 418 of the Code or Section 4241 of ERISA) or is “insolvent” (as defined in Section 4245 of ERISA); (ix) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) Borrower and/or any Obligor or ERISA Affiliate fails to meet has incurred any minimum funding obligations potential withdrawal liability (as defined in accordance with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent ) and such liability could reasonably be expected to result in a material liability to the Borrower; or (x) there is an action brought against the Borrower or any ERISA Affiliate under Section 4007 502 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed failure to comply with Section 5.10; and (d) in the case 515 of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event with respect to a Pension Plan; (b) a the withdrawal by of any Obligor Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it such entity was a “substantial employer (employer” as defined in Section 4001(a)(2) of ERISA) ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification to the that a Multiemployer Plan that such plan is in reorganizationreorganization or insolvent; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or ; (e) the commencement of proceedings institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor Loan Party or any ERISA Affiliate. Event ; (i) a failure by any Loan Party or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of Default: as defined a Pension Plan, whether or not waived, or the failure by any Loan Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan, in Section 11. Excluded Tax: each case, other than with respect to Agent, any Lender, Issuing Bank the Settlement Agreement; or any other recipient (j) the imposition of a payment Lien pursuant to be made by or on account Section 430(k) of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required or pursuant to laws in force at the time such Lender becomes a Lender (Section 303(k) or designates a new Lending Office) hereunder, or (ii) attributable 4068 of ERISA with respect to such Lender’s failure or inability any Pension Plan (other than as a result of a Change in Law) Liens permitted under the PBGC Intercreditor Agreement). The term “ERISA Event” shall not be deemed to comply with Section 5.10, except to include the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxPensions Matter.

ERISA Event. (a) a Reportable Event with respect to a Pension PlanEvent; (b) a withdrawal by any Obligor the failure to meet the minimum funding standard of Sections 412 or ERISA Affiliate from a Pension Plan subject to Section 4063 430 of the Code or Sections 302 or 303 of ERISA during with respect to any Plan (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) or the failure to make by its due date a plan year required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (c) a determination that any Plan is, or is expected to be, in which it was a substantial employer “at risk” status (as defined in Section 4001(a)(2) 430 of the Code or Section 303 of ERISA) or a cessation any lien shall arise with respect to any Plan on the assets of operations that is treated as such a withdrawal under Section 4062(e) the Borrower, any Subsidiary of ERISA; (c) a complete the Borrower or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationAffiliate; (d) the filing incurrence by Borrower, any Subsidiary of Borrower or any ERISA Affiliate of any liability under Title IV of ERISA; (e) the receipt by Borrower, any Subsidiary of Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice of intent relating to terminatean intention to terminate any Plan, the treatment of or to appoint a trustee to administer any Plan amendment as a termination under Section 4041 or 4041A 4042 of ERISA, or the commencement occurrence of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) a determination that any Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA; (g) the withdrawal or partial withdrawal by the Borrower, any Subsidiary of Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan which could reasonably be expected to result in liability to Borrower, any Subsidiary of Borrower or any ERISA Affiliate; (h) the receipt by Borrower, any Subsidiary of Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Borrower, a Subsidiary of Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA; (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to Borrower or a Subsidiary of Borrower; (j) the filing of an application for a minimum funding waiver under Section 302 of ERISA or Section 412 of the Code with respect to any Plan; or (gk) the imposition Borrower or any Subsidiary of Borrower incurs any liability or contingent liability for providing, under Title IV of ERISAany employee benefit plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for PBGC premiums due but not delinquent providing group health plan continuation coverage under Part 6 of Title I of ERISA and Section 4007 4980B of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxapplicable state law.

ERISA Event. a Reportable Event Any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the 30-day notice requirement with respect to such event has been waived by the PBGC as of the date hereof; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Multiemployer Plan; (f) the receipt by the Borrower of any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator or any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate of ERISA, upon any Obligor or ERISA Affiliate. Event notice concerning the imposition of Default: Withdrawal Liability (as defined in Section 11. Excluded Tax: Part I of Subtitle E of Title IV of ERISA) with respect to Agentany Multiemployer Plan or a determination that a Multiemployer Plan is, any Lenderor is expected to be, Issuing Bank insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any other recipient of its Subsidiaries is a payment “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by which the jurisdiction (Borrower or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to Subsidiary could otherwise be withheld from amounts payable to a Lender that has failed to comply with Section 5.10liable; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (any other event or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers condition with respect to such withholding taxa Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower.

ERISA Event. As soon as possible and in any event within five (5) days after any Loan Party knows, or has reason to know, that any of the events described below has occurred, a Reportable duly executed certificate of an Authorized Officer of the Loan Party Agent setting forth the details of each such event and the action that the Loan Parties propose to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (i) any Termination Event with respect to an ERISA Plan or a Pension Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any liability to any Loan Party; (ii) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise Tax or other material liability on any Loan Party; (iii) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; ; (biv) any Loan Party or any Plan fiduciary has engaged in a “prohibited transaction” as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not exempt under Section 4975 of the Code, Section 408 of ERISA or another applicable administrative, regulatory or statutory exemption, that could reasonably be expected to result in material liability to any Loan Party; (v) there exists any Unfunded Benefit Liabilities under any ERISA Plan; (vi) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could reasonably be expected to result in any liability to any Loan Party; (vii) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer “default” (as defined in Section 4001(a)(24219(c)(5) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from occurs with respect to payments to a Multiemployer Plan or notification and such default could reasonably be expected to the result in any liability to any Loan Party; (viii) a Multiemployer Plan that such plan is in “reorganization; ” (d) as defined in Section 418 of the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Code or Section 4041 or 4041A 4241 of ERISA, ) or the commencement is “insolvent” (as defined in Section 4245 of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; ERISA); (eix) any Obligor or Loan Party and/or any ERISA Affiliate fails to meet has incurred any minimum funding obligations potential withdrawal liability (as defined in accordance with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent ); or (x) there is an action brought against any Loan Party or any ERISA Affiliate under Section 4007 502 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed failure to comply with Section 5.10; and (d) in the case 515 of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event Any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by the Borrower of any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator or any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate of ERISA, upon any Obligor or ERISA Affiliate. Event notice concerning the imposition of Default: Withdrawal Liability (as defined in Section 11. Excluded Tax: Part I of Subtitle E of Title IV of ERISA) with respect to Agentany Multiemployer Plan or a determination that a Multiemployer Plan is, any Lenderor is expected to be, Issuing Bank insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any other recipient of the Subsidiaries is a payment “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by which the jurisdiction (Borrower or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to Subsidiary could otherwise be withheld from amounts payable to a Lender that has failed to comply with Section 5.10liable; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (any other event or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers condition with respect to such withholding taxa Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower.

ERISA Event. As soon as possible and in any event within five (5) days after Lessee has Knowledge that any of the events described below has occurred, a Reportable duly executed certificate of an Authorized Officer of Lessee setting forth the details of each such event and the action that Lessee proposes to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (a) any Termination Event with respect to an ERISA Plan or a Pension Plan; Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any liability to Lessee; (b) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise tax or other material liability on Lessee; (c) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; (d) Lessee or any Plan fiduciary has engaged in a “prohibited transaction,” as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not exempt under Section 4975 of the Code, Section 408 of ERISA or another applicable administrative, regulatory or statutory exemption, that could reasonably be expected to result in material liability to Lessee; (e) there exists any Unfunded Benefit Liabilities under any ERISA Plan; (f) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal by any Obligor (as described in Section 4203 or ERISA Affiliate 4205 of ERISA) from a Pension Multiemployer Plan subject that could reasonably be expected to Section 4063 of ERISA during result in any liability to Lessee; (g) a plan year in which it was a substantial employer “default” (as defined in Section 4001(a)(24219(c)(5) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from occurs with respect to payments to a Multiemployer Plan or notification and such default could reasonably be expected to the result in any liability to Lessee; (h) a Multiemployer Plan that such plan is in “reorganization; ” (d) as defined in Section 418 of the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Code or Section 4041 or 4041A 4241 of ERISA, ) or the commencement is “insolvent” (as defined in Section 4245 of proceedings by the PBGC to terminate a Pension Plan ERISA); (i) Lessee or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet has incurred any minimum funding obligations potential withdrawal liability (as defined in accordance with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent ); or (j) there is an action brought against Lessee or any ERISA Affiliate under Section 4007 502 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed failure to comply with Section 5.10; and (d) in the case 515 of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, but only to the extent that any such withdrawal or cessation could reasonably be expected to individually or in the aggregate give rise to a Lien either under Section 4068 of ERISA or under the Code (determined without regard to any collective net worth determination under Section 4068 of ERISA); (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the that a Multiemployer Plan that such plan is in reorganization, but only to the extent that any such withdrawal could reasonably be expected to individually or in the aggregate result in a Material Adverse Effect; (d) excluding any standard termination filing, (i) the filing of a notice of intent to terminate, (ii) the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or (iii) the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, but only to the extent that any such failure could reasonably be expected to individually or in the aggregate give rise to a Lien either under ERISA or under the Code; (f) any Obligor or ERISA Affiliate with respect to any Pension Plan or Multiemployer Plan requests a minimum funding waiver; (fg) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (gh) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect Affiliate which could reasonably be expected to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized individually or in which its principal office is located or, the aggregate result in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxMaterial Adverse Effect.

ERISA Event. a (a) any Reportable Event with respect to a Pension PlanEvent; (b) the failure of a withdrawal by U.S. Employee Plan to meet the minimum funding standards under Section 412 of the Code or Section 302 of ERISA (determined without regard to any Obligor waiver of the funding provisions therein or ERISA Affiliate from a Pension Plan subject in Section 430 of the Code or Section 303 of ERISA); (c) the filing pursuant to Section 4063 412 of the Code or Section 303 of ERISA during of an application for a plan year in which it was waiver of the minimum funding standard with respect to any U.S. Employee Plan; (d) the failure of a substantial employer (as defined in U.S. Employee Plan to satisfy the requirements of Section 4001(a)(2401(a)(29) of ERISA) the Code, Section 436 of the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e206(g) of ERISA; (ce) a complete or partial withdrawal the incurrence by any Obligor Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification of any liability under Title IV of ERISA with respect to the Multiemployer termination of any U.S. Employee Plan that such plan is (including any liability in reorganization; (d) connection with the filing of a notice of intent to terminate, terminate a U.S. Employee Plan or the treatment of a U.S. Employee Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver); (f) the receipt by any Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any U.S. Employee Plan or Plans or to appoint a trustee to administer any U.S. Employee Plan or the occurrence of any other event or condition which constitutes that reasonably could be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer U.S. Employee Plan; or (g) the imposition incurrence by any Loan Party or any ERISA Affiliate of any liability under Section 4062(e) of ERISA or with respect to the withdrawal or partial withdrawal from any U.S. Employee Plan (including as a “substantial employer,” as defined in Section 4001(a)(2) of ERISA) or Multiemployer Plan (including the incurrence by any Loan Party or any ERISA Affiliate of any Withdrawal Liability); (h) the occurrence of an act or omission that reasonably could be expected to give rise to the imposition on any Loan Party or any ERISA Affiliate of fines, penalties, Taxes or related charges or liabilities under Chapter 43 of the Code or under Section 409, Section 502, or Section 4071 of ERISA in respect of any employee benefit plan (within the meaning of Section 3(3) of ERISA); or (i) the receipt by any Loan Party or any ERISA Affiliate of any notice concerning the imposition of a Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered or critical status, within the meaning of Section 305 of ERISA, or insolvent or in reorganization, within the meaning of Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax.

ERISA Event. a Reportable (a) Any ERISA Event shall have occurred with respect to a Pension Planthe Company or any Subsidiary and the sum of the Insufficiency of such Plan (determined as of the date of occurrence of such ERISA Event) and the Insufficiency of any and all other Plans (determined as of the date of occurrence of such ERISA Event) of the Company or any Subsidiary with respect to which an ERISA Event shall have occurred (or the liability of the Company or any Subsidiary or its ERISA Affiliates related to such ERISA Event) exceeds $100,000; or (b) the Company or any Subsidiary or any of its ERISA Affiliates shall have been notified by a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan and the imposition of such liability is reasonably likely to be incurred in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company or any Obligor Subsidiary and its ERISA Affiliates as withdrawal liability (determined as of the date of such notification indemnification), requires payments exceeding $100,000 per annum or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year $250,000 in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISAthe aggregate; (c) the Company or any Subsidiary or any of its ERISA Affiliates shall have been notified by a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan Multiemployer Plan is in reorganization; (d) reorganization or is being terminated within the filing meaning of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change such reorganization or termination the aggregate annual contributions of such Person and its ERISA Affiliates to all Multiemployer Plans that are then in Law) to comply with Section 5.10, except to reorganization or being terminated have been or will be increased over the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect contributed to such withholding taxMultiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an amount exceeding $100,000 or (d) the assets of the Company at any time constitute assets, within the meaning of ERISA, the Code and the respective regulations promulgated thereunder, of any ERISA Plan or Non-ERISA Plan.

ERISA Event. As soon as possible and in any event within [***] days after the Borrower knows, or has reason to know, that any of the events described below has occurred, a Reportable duly executed certificate of an Authorized Officer of the Borrower setting forth the details of each such event and the action that the Borrower proposes to take with respect thereto, together with a copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that may be required by the PBGC or other U.S. Governmental Authority with respect to each such event: (i) any Termination Event with respect to an ERISA Plan or a Pension Multiemployer Plan has occurred or will occur that could reasonably be expected to result in any material liability to the Borrower; (ii) any condition exists with respect to a Plan that presents a material risk of termination of a Plan (other than a standard termination under Section 4041(b) of ERISA) or imposition of an excise tax or other material liability on the Borrower; (iii) an application has been filed for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA under any Plan; ; (biv) the Borrower or any Plan fiduciary has engaged in a “prohibited transaction,” as defined in Section 4975 of the Code or as described in Section 406 of ERISA, that is not exempt under Section 4975 of the Code and Section 408 of ERISA that could reasonably be expected to result in material liability to the Borrower; (v) there exists any Unfunded Benefit Liabilities under any ERISA Plan; (vi) any condition exists with respect to a Multiemployer Plan that presents a risk of a partial or complete withdrawal (as described in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could reasonably be expected to result in any material liability to the Borrower; (vii) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer “default” (as defined in Section 4001(a)(24219(c)(5) of ERISA) or a cessation occurs with respect to payments of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from liability to a Multiemployer Plan or notification and such default could reasonably be expected to result in any material liability to the Borrower; (viii) a Multiemployer Plan that such plan is in “reorganization; ” (das defined in Section 418 of the Code or Section 4241 of ERISA) or is “insolvent” (as defined in Section 4245 of ERISA); (ix) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) Borrower and/or any Obligor or ERISA Affiliate fails to meet has incurred any minimum funding obligations potential withdrawal liability (as defined in accordance with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent ) and such liability could reasonably be expected to result in a material liability to the Borrower; or (x) there is an action brought against the Borrower or any ERISA Affiliate under Section 4007 502 of ERISA, upon any Obligor or ERISA Affiliate. Event of Default: as defined in Section 11. Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed failure to comply with Section 5.10; and (d) in the case 515 of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding taxERISA.

ERISA Event. a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Borrower or any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any Obligor or ERISA Affiliate from a Multiemployer Plan or notification to the that a Multiemployer Plan that such plan is in reorganization; (d) the filing of a notice of intent to terminate, terminate a Pension Plan in a distress termination (within the treatment meaning of a Plan amendment as a termination under Section 4041 or 4041A 4041(c) of ERISA), or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (gf) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Obligor or ERISA Affiliate. Event of Default: Default — as defined in Section 1111.1. Excluded Tax: Disposition — with respect to any Consolidated Party, any Disposition consisting of (a) the sale, lease, license, transfer or other disposition of Property in the ordinary course of such Consolidated Party’s business, (b) the sale, lease, license, transfer or other disposition of obsolete or worn out Equipment, (c) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Obligor, provided that Obligors shall cause to be executed and delivered such documents, instruments and certificates as Agent may reasonably request so as to cause Obligors to be in compliance with the terms of Section 10.1.14 after giving effect to such transaction, (d) any Involuntary Disposition by such Consolidated Party, (e) any Disposition by such Consolidated Party constituting a Permitted Investment (f) if such Consolidated Party is not an Obligor, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not an Obligor and (g) the sale, lease, license, transfer, pledge or other disposition of any metal or other element, composite or alloy used as, or part of, a catalyst in the operation of the refinery assets of any of the Consolidated Parties. Excluded Taxes — with respect to Agent, any Lender, the Issuing Bank or any other recipient of a any payment to be made by or on account of any Obligationobligation of the Borrowers hereunder, (a) Taxes imposed on or measured by its overall net income or net profits (however denominated), and franchise taxes Taxes imposed on it (in lieu of or in addition to net income taxesor net profits Taxes where such franchise Taxes are imposed on or measured by its overall net income or net profits), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; , (b) any branch profits taxes Taxes imposed by the United States or any similar tax Tax imposed by any other jurisdiction in which the Borrower Agent is located; , (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax Tax that is (i) required pursuant is imposed on amounts payable to laws in force such Foreign Lender at the time such Foreign Lender becomes a Lender party hereto (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding taxTax pursuant to Section 5.9(a) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.9(e), (d) any Taxes imposed on any “withholding payment” payable by such recipient pursuant to FATCA, and (e) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender as a result of such Lender’s failure to comply with Section 5.9(e). Existing Letters of Credit — the letters of credit identified on Schedule 1.1D hereto. Existing Partners — The Heritage Group, the ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Families and their respective Affiliates. Extraordinary Expenses — all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of any proceeding under any Debtor Relief Law of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), any Credit Documents, or the validity, allowance or amount of any Obligations, including any lender liability or other Claims asserted against Agent or any Lender; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any proceeding under any Debtor Relief Law; (d) settlement or satisfaction of any Taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Credit Documents or Obligations; or (g) Protective Advances. Such costs, expenses and advances include transfer fees, Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, out-of-pocket legal fees of outside counsel, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses. FATCA — Sections 1471 through 1474 of the Code and any Treasury regulations promulgated thereunder or official interpretations thereof. Federal Funds Rate — (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8th of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent. Fee Letters — collectively, (a) that certain letter agreement dated as of May 5, 2011 among CSPP, Bank of America and MLPFS, (b) that certain letter agreement dated as of May 16, 2011 among CSPP, Chase and JPMorgan and (c) that certain letter agreement dated as of May 16, 2011 between CSPP and ▇▇▇▇▇ Fargo. First Purchaser Reserve — the aggregate amount of reserves established by Agent from time to time in its discretion in respect of amounts owed by a Borrower to a vendor of crude oil with a potential priming lien where such Borrower is the “first purchaser” directly from the wellhead. Fiscal Quarter — each period of three months, commencing on the first day of a Fiscal Year. Fiscal Year — the fiscal year of the Consolidated Parties for accounting and tax purposes, ending on December 31 of each year.

ERISA Event. a Reportable Event Any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator of ERISA, upon any Obligor notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate. Event Affiliate of Default: any notice concerning the imposition of Withdrawal Liability (as defined in Section 11. Excluded Tax: Part I of Subtitle E of Title IV of ERISA) with respect to Agentany Multiemployer Plan or a determination that a Multiemployer Plan is, any Lenderor is expected to be, Issuing Bank insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a Prohibited Acquisition with respect to which the Borrower or any other recipient of its Subsidiaries is a payment “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by which the jurisdiction (Borrower or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to Subsidiary could otherwise be withheld from amounts payable to a Lender that has failed to comply with Section 5.10liable; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (any other event or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers condition with respect to such withholding taxa Plan or Multiemployer Plan that could reasonably be expected to result in material liability of the Borrower.

ERISA Event. a Reportable Event Any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension PlanPlan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the adoption of any amendment to a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject that would require the provision of security pursuant to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a)(29) of ERISA) the Code or a cessation of operations that is treated as such a withdrawal under Section 4062(e) 307 of ERISA; (c) a complete the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or partial withdrawal by any Obligor Section 302 of ERISA), whether or ERISA Affiliate from a Multiemployer Plan or notification to the Multiemployer Plan that such plan is in reorganizationnot waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a notice waiver of intent the minimum funding standard with respect to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer any Plan; (e) any Obligor or ERISA Affiliate fails to meet any minimum funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition incurrence of any liability under Title IV of ERISA, other than for ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (f) the receipt by the Borrower of any ERISA Affiliate from the PBGC premiums due but not delinquent under Section 4007 or a plan administrator or any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower or any ERISA Affiliate of ERISA, upon any Obligor or ERISA Affiliate. Event notice concerning the imposition of Default: Withdrawal Liability (as defined in Section 11. Excluded Tax: Part I of Subtitle E of Title IV of ERISA) with respect to Agentany Multiemployer Plan or a determination that a Multiemployer Plan is, any Lenderor is expected to be, Issuing Bank insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a "prohibited transaction" with respect to which the Borrower or any other recipient of the Subsidiaries is a payment "disqualified person" (within the meaning of Section 4975 of the Code) or with respect to be made by or on account of any Obligation, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by which the jurisdiction (Borrower or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower Agent is located; (c) any backup withholding tax required by the Code to Subsidiary could otherwise be withheld from amounts payable to a Lender that has failed to comply with Section 5.10liable; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (any other event or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers condition with respect to such withholding taxa Plan or Multiemployer Plan that could reasonably be expected to result in liability of the Borrower. EVENT OF DEFAULT. Any event described in Section 8.1.