Common use of ERISA Matters Clause in Contracts

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower Parent shall furnish each Administrative Agent, for delivery to the Administrative Agent Applicable Lenders, with each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Parent or a Borrower knows, or has reason to know, that any ERISA Event (except for those events set forth on Schedule 4.16(d) to this Agreement) has occurred that, alone or together with any other ERISA Event, would could reasonably be expected to result in liability of the Parent, a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00050,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any of its SubsidiariesSubsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority thereto and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) promptly and in any event within 10 days after a Responsible Officer of the Parent or a Borrower knows, or has reason to know, that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of an Authorized Officer of the Parent describing such waiver request and the action, if any, the Parent, a Borrower, their respective Subsidiaries and their respective ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date that the Parent, a Borrower, any of its Subsidiaries Subsidiary or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (cd) promptly, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any of its SubsidiariesSubsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Parent, a Borrower, any of its SubsidiariesSubsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parent, a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00050,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the any Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish covenants set forth this Section 7.8 apply only to a Class A Member during the Administrative Agent each of the following:time that such Class A Member is an ERISA Affiliate. (a) promptly Each Class A Member shall deliver to the Company promptly, and in any event within 30 days ten Business Days after a Responsible Officer the Class A Member becoming aware of any of the Borrower knowsfollowing, a written notice setting forth the nature thereof and the action, if any, that the Class A Member or its Member ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; provided, however, that the notice to the Company under this Section 7.8(a)(i) with respect to such reportable event shall be timely if it is provided within ten Business Days after the earlier of the filing of the notice with the Pension Benefit Guaranty Corporation with respect to such event or the due date for the filing of such notice with the Pension Benefit Guaranty Corporation; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC in writing of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan, or the receipt by any Member ERISA Affiliate of a notice from a Multiemployer Plan that such action has reason been taken by the PBGC with respect to knowsuch Multiemployer Plan; or (iii) any event, transaction or condition that any ERISA Event has occurred that, alone or together with any other ERISA Event, would could reasonably be expected to result in the incurrence of any liability by any Member ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the BorrowerCode relating to employee benefit plans which has not been satisfied, or in the imposition of any Subsidiarylien on any of the rights, properties or assets of any Guarantor and/or any Member ERISA Affiliate in an aggregate amount exceeding $20,000,000pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, written notice describing the nature thereofif such liability or lien, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence taken together with any Governmental Authority andother such liabilities or liens then existing, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect could reasonably be expected to such event;have a Material Adverse Effect. (b) simultaneously with the date that the Borrower, No Class A Member or any of its Subsidiaries Member ERISA Affiliates shall (i) permit any Title IV Plan to fail to satisfy the minimum funding standards of ERISA or section 412 of the Code, (ii) seek a waiver of the minimum funding standards of ERISA or an extension of any ERISA Affiliate files amortization period under section 412 of the Code, (iii) file with the PBGC a notice of intent to terminate any Title IV Plan in a distress termination described in section 4041(c) of ERISA, (iv) permit a Title IV Plan funding to have an “at risk” status within the meaning of section 430(i) of the Code, (v) incur any material liability pursuant to Title IV of ERISA (other than for PBGC premiums due but not delinquent) or the penalty or excise tax provisions of the Code relating to employee benefit plans (or take or fail to take any action that is reasonably expected to result in the incurrence of any such liability), or (vi) withdraw from any Multiemployer Plan; unless any such event or events described in clauses (i) through (vi) above, ifeither individually or together with any other such event or events, at the time of such filing, such termination would not reasonably be expected to require additional contributions have a Material Adverse Effect. In addition, no Class A Member or any of its Member ERISA Affiliates shall permit the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate “amount exceeding $20,000,000 in order to be considered a standard termination of unfunded benefit liabilities” (within the meaning of Section 4041(bsection 4001(a)(18) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each under all Underfunded Title IV PlanPlans, which is requested determined in accordance with Title IV of ERISA, to exceed the aggregate current value of the assets under all Underfunded Title IV Plans by the Administrative Agent; (ii) all notices received by the Borroweran amount that, any of its Subsidiariesif required to be paid in an immediate lump-sum payment, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would could reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAMaterial Adverse Effect.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00015,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority thereto and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) promptly and in any event within 10 days after a Responsible Officer of the Borrower knows, or has reason to know, that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of a Responsible Officer of the Borrower describing such waiver request and the action, if any, the Borrower, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (cd) promptly, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,0007,500,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days ten Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate, including any Subsidiary Guarantor, proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate, including any Co-Obligor or Subsidiary Guarantor, of a notice from a Multiemployer Plan is certified that such action has been taken by the PBGC with respect to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and ; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate, including any Co-Obligor or Subsidiary Guarantor, pursuant to Title I or IV of ERISA or the penalty or excise Tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, including any Co-Obligor or Subsidiary Guarantor, pursuant to Title I or IV of ERISA or such penalty or excise Tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.Material Adverse Effect;

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 five days after an Authorized Officer of such Obligor becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the applicable Obligor or an ERISA Affiliate of such Obligor proposes to take with respect thereto: (A) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (B) (1) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, (2) the providing of notice by a plan administrator of the intent to terminate any Plan under section 4041 of ERISA, or (3) the receipt by such Obligor or any of its ERISA Affiliates of a notice, or the receipt by any Multiemployer Plan from such Obligor or any of its ERISA Affiliates of any notice, concerning the imposition of withdrawal liability under section 4201 or 4204 of ERISA or a determination that a Multiemployer Plan is, or is certified expected to be be, insolvent or in “endangered” or “critical” status reorganization, within the meaning of Code Section 432 or Section 305 Title IV of ERISA; or (C) any event (including, notice without limitation, any ERISA Event), transaction or condition that could result in the incurrence of any liability by such Obligor or any of its ERISA Affiliates pursuant to Title I or IV of ERISA (other than claims in the ordinary course or PBGC premiums required by Title IV of ERISA) or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights or Properties of such Multiemployer Plan’s status and Obligor or any of its ERISA Affiliates pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.Material Adverse Effect;

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00025,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 25,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00025,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly Promptly and in any event within 30 days three Business Days after a Responsible Officer obtains knowledge of any of the Borrower knowsfollowing, or has reason to knowa notice setting forth the nature thereof and the action, if any, that any ERISA Event has occurred that, alone the Company or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto: (i) any event or condition that constitutes, including copies or could reasonably be expected to result in, a Termination Event; (ii) with respect to any Multiemployer Plan, the receipt of any notices notice of any Withdrawal Liability assessed against the Company or correspondence with any Governmental Authority andERISA Affiliate, when known or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the taking by such Responsible Officerthe PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any action taken Plan, or threatened the receipt by the IRS, the Department Company or any ERISA Affiliate of Labor or a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such eventMultiemployer Plan; (biv) simultaneously with the failure to make payment in full on or before the due date (including extensions thereof) of all amounts that the Borrower, any of its Subsidiaries Company or any ERISA Affiliate files is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding standard set forth in ERISA and the Internal Revenue Code with respect thereto; (v) any funding deficiency with respect to one or more Plans in excess of $50,000 or any other change in the PBGC a notice funding status of intent to terminate any Title IV PlanPlan that, ifeither individually or in the aggregate, at the time of such filing, such termination would could reasonably be expected to require additional contributions have a Material Adverse Effect; or (vi) any event, transaction or condition not otherwise described in this subsection (j) that could result in the incurrence of any liability by the Borrower, any Subsidiary, any Guarantor and/or Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to ERISA Plans, or in an aggregate amount exceeding $20,000,000 in order the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect. Promptly upon your reasonable request, such additional information concerning any ERISA Plan as you may have reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series) and all schedules and attachments thereto required to be considered a standard termination filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Internal Revenue Code, respectively, for each "PLAN YEAR" (within the meaning of Section 4041(b3(39) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA).

ERISA Matters. The Borrower Servicer shall furnish not, and shall not permit AmeriCredit, AMC or the Administrative Agent each of the following: Debtor to, (ai) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, engage or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, permit any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates to engage in any prohibited transaction (as defined in Section 4975 of the Code and Section 406 of ERISA) for which an exemption is not available or has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by not previously been obtained from the IRS, the U.S. Department of Labor Labor; (ii) permit to exist any accumulated funding deficiency (as defined in Section 302(a) of ERISA and Section 412(a) of the Code) or the PBGC funding deficiency with respect to such event; any Benefit Plan other than a Multiemployer Plan; (biii) simultaneously with the date fail to make any payments to any Multiemployer Plan that the BorrowerDebtor, any of its Subsidiaries AmeriCredit, AMC or any ERISA Affiliate files with of the PBGC Debtor, AmeriCredit or AMC is required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto; (iv) terminate any Benefit Plan so as to result in any liability; (v) permit to exist any occurrence of any reportable event described in Title IV of ERISA which represents a material risk of a liability to the Debtor, AmeriCredit, AMC or any ERISA Affiliate of the Debtor, AmeriCredit or AMC under ERISA or the Code; or (vi) take any action or fail to take any action which shall give rise to a lien under Section 302(f) of ERISA or cause the Internal Revenue Service to indicate its intention in writing or to file a notice of intent lien asserting a claim or claims pursuant to the Code with regard to any assets of the Debtor, AmeriCredit, AMC or any ERISA Affiliate or cause the Pension Benefit Guaranty Corporation to indicate its intention in writing to file a notice of lien asserting a claim pursuant to ERISA with regard to any assets of the Debtor, AmeriCredit, AMC or any ERISA Affiliate or to terminate any Title IV Benefit Plan, ifor to take any steps to terminate any Benefit Plan, at the time of if such filingprohibited transactions, such termination would reasonably be expected to require additional contributions accumulated funding deficiencies, payments, terminations, reportable events and actions or inactions occurring within any fiscal year of the BorrowerDebtor, any SubsidiaryAmeriCredit and AMC, any Guarantor and/or in the aggregate, involve a payment of money or an incurrence of liability by the Debtor, AmeriCredit, AMC or any ERISA Affiliate of the Debtor, AmeriCredit or AMC, in an aggregate amount exceeding in excess of $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA10,000.

ERISA Matters. The Borrower shall furnish covenants set forth this Section 7.8 apply only to a Class A Member during the Administrative Agent each of the following:time that such Class A Member is an ERISA Affiliate. (a) promptly Each Class A Member shall deliver to the Company promptly, and in any event within 30 days [***] Business Days after a Responsible Officer the Class A Member becoming aware of any of the Borrower knowsfollowing, a written notice setting forth the nature thereof and the action, if any, that the Class A Member or its Member ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; provided, however, that the notice to the Company under this Section 7.8(a)(i) with respect to such reportable event shall be timely if it is provided within [***] Business Days after the earlier of the filing of the notice with the Pension Benefit Guaranty Corporation with respect to such event or the due date for the filing of such notice with the Pension Benefit Guaranty Corporation; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC in writing of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan, or the receipt by any Member ERISA Affiliate of a notice from a Multiemployer Plan that such action has reason been taken by the PBGC with respect to knowsuch Multiemployer Plan; or (iii) any event, transaction or condition that any ERISA Event has occurred that, alone or together with any other ERISA Event, would could reasonably be expected to result in the incurrence of any liability by any Member ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the BorrowerCode relating to employee benefit plans which has not been satisfied, or in the imposition of any Subsidiarylien on any of the rights, properties or assets of any Guarantor and/or any Member ERISA Affiliate in an aggregate amount exceeding $20,000,000pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, written notice describing the nature thereofif such liability or lien, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence taken together with any Governmental Authority andother such liabilities or liens then existing, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect could reasonably be expected to such event;have a Material Adverse Effect. (b) simultaneously with the date that the Borrower, No Class A Member or any of its Subsidiaries Member ERISA Affiliates shall (i) permit any Title IV Plan to fail to satisfy the minimum funding standards of ERISA or section 412 of the Code, (ii) seek a waiver of the minimum funding standards of ERISA or an extension of any ERISA Affiliate files amortization period under section 412 of the Code, (iii) file with the PBGC a notice of intent to terminate any Title IV Plan in a distress termination described in section 4041(c) of ERISA, (iv) permit a Title IV Plan funding to have an “at risk” status within the meaning of section 430(i) of the Code, (v) incur any material liability pursuant to Title IV of ERISA (other than for PBGC premiums due but not delinquent) or the penalty or excise tax provisions of the Code relating to employee benefit plans (or take or fail to take any action that is reasonably expected to result in the incurrence of any such liability), or (vi) withdraw from any Multiemployer Plan; unless any such event or events described in clauses (i) through (vi) above, ifeither individually or together with any other such event or events, at the time of such filing, such termination would not reasonably be expected to require additional contributions have a Material Adverse Effect. In addition, no Class A Member or any of its Member ERISA Affiliates shall permit the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate “amount exceeding $20,000,000 in order to be considered a standard termination of unfunded benefit liabilities” (within the meaning of Section 4041(bsection [***] Confidential Treatment Requested 4001(a)(18) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each under all Underfunded Title IV PlanPlans, which is requested determined in accordance with Title IV of ERISA, to exceed the aggregate current value of the assets under all Underfunded Title IV Plans by the Administrative Agent; (ii) all notices received by the Borroweran amount that, any of its Subsidiariesif required to be paid in an immediate lump-sum payment, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would could reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAMaterial Adverse Effect.

ERISA Matters. The Borrower Parent shall furnish the Administrative Agent Agent, for delivery to the Participants, with each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower Parent or an Applicant knows, or has reason to know, that any ERISA Event (except for those events set forth on Schedule 4.16(d) to this Agreement) has occurred that, alone or together with any other ERISA Event, would could reasonably be expected to result in liability of the BorrowerParent, an Applicant, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00050,000,000.00, written notice describing the nature thereof, what action the BorrowerParent, an Applicant, any of its SubsidiariesSubsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority thereto and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) promptly and in any event within 10 days after a Responsible Officer of the Parent or an Applicant knows, or has reason to know, that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of an Authorized Officer of the Parent describing such waiver request and the action, if any, the Parent, an Applicant, their respective Subsidiaries and their respective ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date that the BorrowerParent, an Applicant, any of its Subsidiaries Subsidiary or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (cd) promptly, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the BorrowerParent, an Applicant, any of its SubsidiariesSubsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the BorrowerParent, an Applicant, any of its SubsidiariesSubsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the BorrowerParent, an Applicant, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00050,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (ai) promptly Promptly, and in any event within 30 thirty (30) days after a Responsible Officer obtains actual knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Borrower or an ERISA Affiliate proposes to take with respect thereto: (A) with respect to any Single Employer Plan, any Reportable Event for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (B) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; (C) the imposition of any Lien on any of the rights, properties or assets of the Borrower knowspursuant to Title I or IV of ERISA or any withdrawal from, or has reason to knowthe termination, that or insolvency of, any ERISA Event has occurred thatMultiemployer Plan, alone if such Liens or acts, taken together with any other ERISA EventLiens or acts then existing, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event;have a Material Adverse Effect; or (bii) simultaneously with the date that the Borrower, Promptly following any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptlyrequest therefor, copies of (iA) each Schedule SB (Actuarial Informationany documents described in Section 101(k) to of ERISA that the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS Borrower may request with respect to each Title IV any Multiemployer Plan and (B) any notices described in Section 101(l) of ERISA that the Borrower may request with respect to any Multiemployer Plan; provided that if the Borrower has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, which is requested by the Administrative Agent; (ii) all Borrower shall promptly make a request for such documents or notices received by the Borrower, any of its Subsidiaries, any Guarantor from such administrator or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) shall provide copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days notices promptly after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.receipt thereof;

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,0007,500,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority thereto and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) promptly and in any event within 10 days after a Responsible Officer of the Borrower knows, or has reason to know, that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of an Authorized Officer of the Borrower describing such waiver request and the action, if any, the Borrower, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (cd) promptly, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000Event; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish (a) As soon as possible and in any event within ten (10) days after any Issuer or any ERISA Affiliate thereof knows or has reason to know that (A) any Reportable Event with respect to any Employee Plan has occurred, (B) any other termination event with respect to any Employee Plan has occurred, or (C) an accumulated funding deficiency has been incurred or an application has been made to the Administrative Agent each Secretary of the following: Treasury for a waiver or modification of the minimum funding standard (aincluding installment payments) or an extension of any amortization period under Section 412 of the Code with respect to an Employee Plan, an Officers' Certificate of the Company setting forth the details of such occurrence and the action, if any, which such Issuer or such ERISA Affiliate proposes to take with respect thereto, (b) promptly and in any event within 30 three (3) Business Days after receipt thereof by any Issuer or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Issuer or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (c) promptly and in any event within 10 days after a Responsible Officer of the Borrower knows, any Issuer or any ERISA Affiliate thereof knows or has reason to know, know that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination required installment within the meaning of Section 4041(b412 of the Code has not been made when due with respect to an Employee Benefit Plan, (d) promptly and in any event within three (3) Business Days after receipt thereof by any Issuer or any ERISA Affiliate thereof from a sponsor of ERISAa Multiemployer Plan or from the PBGC, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices notice received by the Borrower, any of its Subsidiaries, any Guarantor Issuer or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate thereof concerning the imposition or amount exceeding $20,000,000; of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (iiie) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, promptly and in any event within 60 10 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, any Issuer sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such Multiemployer Plan’s status and a copy of notice sent by such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAIssuer.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly Promptly, and in any event within 30 thirty (30) days after a Responsible Officer obtains actual knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any Reportable Event for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; (iii) the imposition of any Lien on any of the rights, properties or assets of the Borrower knowspursuant to Title I or IV of ERISA or any withdrawal from, or has reason to knowthe termination, that reorganization or insolvency of, any ERISA Event has occurred thatMultiemployer Plan, alone or if such Lien, taken together with any other ERISA Eventsuch Liens then existing, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event;have a Material Adverse Effect; or (biv) simultaneously with the date that the Borrower, promptly following any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptlyrequest therefor, copies of (iA) each Schedule SB (Actuarial Informationany documents described in Section 101(k) to of ERISA that the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor Borrower or any of their respective ERISA Affiliates with the IRS Commonly Controlled Entity may request with respect to each Title IV any Multiemployer Plan and (B) any notices described in Section 101(l) of ERISA that the Borrower or any Commonly Controlled Entity may request with respect to any Plan or Multiemployer Plan; provided that if the Borrower or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, which is requested by the Administrative Agent; (iiBorrower or the Commonly Controlled Entity(ies) all shall promptly make a request for such documents or notices received by the Borrower, any of its Subsidiaries, any Guarantor from such administrator or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) shall provide copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days notices promptly after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.receipt thereof;

ERISA Matters. The Borrower shall furnish (a) As soon as possible and in any event within ten (10) days after any Issuer or any ERISA Affiliate thereof knows or has reason to know that (A) any Reportable Event with respect to any Employee Plan has occurred, (B) any other termination event with respect to any Employee Plan has occurred, or (C) an accumulated funding deficiency has been incurred or an application has been made to the Administrative Agent each Secretary of the following: Treasury for a waiver or modification of the minimum funding standard (aincluding installment payments) or an extension of any amortization period under Section 412 of the Code with respect to an Employee Plan, an Officers’ Certificate of the Company setting forth the details of such occurrence and the action, if any, which such Issuer or such ERISA Affiliate proposes to take with respect thereto, (b) promptly and in any event within 30 three (3) Business Days after receipt thereof by any Issuer or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Issuer or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (c) promptly and in any event within 10 days after a Responsible Officer of the Borrower knows, any Issuer or any ERISA Affiliate thereof knows or has reason to know, know that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination required installment within the meaning of Section 4041(b412 of the Code has not been made when due with respect to an Employee Benefit Plan, (d) promptly and in any event within three (3) Business Days after receipt thereof by any Issuer or any ERISA Affiliate thereof from a sponsor of ERISAa Multiemployer Plan or from the PBGC, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices notice received by the Borrower, any of its Subsidiaries, any Guarantor Issuer or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate thereof concerning the imposition or amount exceeding $20,000,000; of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (iiie) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, promptly and in any event within 60 10 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, any Issuer sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such Multiemployer Plan’s status and a copy of notice sent by such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAIssuer.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (ai) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its SubsidiariesSubsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, and (ii) promptly and in any event within 10 days after the Borrower, any Guarantor of its Subsidiaries or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of their respective the Code has been filed with respect to any Qualified Plan, a written statement of the Chief Financial Officer or other appropriate officer of the Borrower describing such ERISA Event or waiver request and the action, if any, which the Borrower, its Subsidiaries and ERISA Affiliates has taken, is taking or proposes propose to take with respect thereto, including copies thereto and a copy of any notices or correspondence notice filed with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor PBGC or the PBGC with respect to such eventIRS pertaining thereto; (b) promptly and in any event within 30 days after the adoption thereof, notice of (i) any amendment to a Title IV Plan which results in an increase in benefits or the adoption of any new Title IV Plan, and (ii) any amendment to a, or adoption of a new, Welfare Benefit Plan, which results in new or increased benefits for retirees, their spouses or their beneficiaries, other than continuation coverage provided pursuant to Section 4980B of the Code; (c) promptly and in any event after receipt of written notice of commencement thereof, notice of any action, suit or proceeding before any Governmental Authority or arbitrator affecting the Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to any Title IV Plan, Multiemployer Plan, except those which in the aggregate, if adversely determined, could not have a Material Adverse Effect; (d) promptly and in any event within 10 days after receipt thereof by the Borrower, any of its Subsidiaries or any ERISA Affiliate, a copy of each notice from the PBGC, received by the Borrower, any of its Subsidiaries or any ERISA Affiliate of the PBGC's intention to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (e) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan under a distress termination within the meaning of Section 4041(c) of ERISA, a copy of each such notice; and (f) simultaneously with the PBGC date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if, at the time of such filing, if such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish (i) As soon as possible and in any event within ------------- ten (10) days after the Administrative Agent each Company or any ERISA Affiliate knows or has reason to know that a Termination Event with respect to any Plan has occurred, or that the Company or any ERISA Affiliate has failed to make a required installment to a Plan within the meaning of Section 412(m) of the following: Code, a statement of the Designated Financial Officer of the Company describing such Termination Event and the action, if any, which the Company or ERISA Affiliate proposes to take with respect thereto, (aii) promptly and in any event within 30 days two (2) Business Days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened receipt thereof by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries Company or any ERISA Affiliate files with from the PBGC a PBGC, copies of each notice received by the Company or any ERISA Affiliate of intent the PBGC's intention to terminate any Title IV Plan or to have a trustee appointed to administer any Plan, if, at (iii) promptly and in any event within thirty (30) days after the time of such filing, such termination would reasonably be expected to require additional contributions of filing thereof with the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptlyInternal Revenue Service, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan and Multiemployer Plan, which is requested by the Administrative Agent; (iiiv) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, promptly and in any event within 60 days five (5) Business Days after receipt thereof by the Company or any ERISA Affiliate from a sponsor of a Multiemployer Plan is certified to be in “endangered” or “critical” from the PBGC, a copy of each notice received by the Company or any ERISA Affiliate concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status within the meaning of Code under Section 432 or Section 305 4241 of ERISA, notice (v) promptly and in any event within ten (10) days after the Company or any ERISA Affiliate takes action to establish an employee Plan as defined in Section 3(3) of ERISA, a statement of the Financial Officer of the Company describing such Multiemployer Plan’s status employee Plan and a copy of such Multiemployer employee Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted and (vi) promptly and in any event within five (5) days after the Company files any notice with the PBGC under Section 4043(b) of ERISA, a copy of such notice.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (ai) promptly and in any event within 30 ten (10) days after any Borrower Party knows or has reason to know that any ERISA Event reasonably likely to result in a liability of the Borrower or of the Leasehold Holder in excess of $1,000,000 has occurred, a written statement of a Responsible Officer of the Borrower knowsdescribing such ERISA Event and the action, or has reason to knowif any, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of and its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes propose to take with respect thereto, including copies thereto and a copy of any notices or correspondence with any Governmental Authority and, when known notice filed by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries the Leasehold Holder or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at or the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each noticeIRS pertaining thereto; and (cii) promptlypromptly following any request therefor, copies of (iA) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor the Leasehold Holder or any of their respective ERISA Affiliates Affiliate with the IRS Internal Revenue Service with respect to each Title IV Plan, which is requested by or, in lieu thereof, a certificate of a Responsible Officer of the Administrative AgentBorrower or Leasehold Holder stating that Borrower or Leasehold Holder, as applicable, had no employees for the year in question; (iiB) the most recent actuarial valuation report for each Title IV Plan; (C) all notices received by the Borrower, any of its Subsidiaries, any Guarantor Leasehold Holder or any of their respective ERISA Affiliates Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000Event; and (iiiD) copies of such other documents or governmental reports or filings relating to any Employee Benefit Title IV Plan (or employee benefit plan sponsored or contributed to by the Borrower or any ERISA Affiliate) as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days five Business Days after a Responsible Officer becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan subject to Title IV of ERISA (other than a Multiemployer Plan), any reportable event, as defined in Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date thereof; or (ii) the taking by the PBGC of steps to institute, or receipt of written notice from the PBGC threatening the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan subject to Title IV of ERISA (other than a Multiemployer Plan), or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan is certified that such action has been taken by the PBGC with respect to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and ; or (iii) any event, transaction or condition that would result in the incurrence of any liability by the Company or any ERISA Affiliate for failure to comply with the provisions of Title I of ERISA or any liability pursuant to Title IV of ERISA or the imposition of a copy penalty or excise tax under the provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), or the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such Multiemployer Plan’s most recent funding improvement plan penalty or rehabilitation planexcise tax provisions, as required if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to be adopted under ERISA.have a Material Adverse Effect;

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; andand 65833673_5 (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish the Administrative Agent each promptly, and in any event within five Business Days after a Responsible Officer obtains actual knowledge of the following: , a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (ai) promptly with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the Execution Date; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, Properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; (f) Notices from Governmental Authority – promptly, and in any event within 30 days after a Responsible Officer of receipt thereof, copies of any notice to the Borrower knowsCompany or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or has reason to know, other law or regulation that any ERISA Event has occurred that, alone or together with any other ERISA Event, would could reasonably be expected to result in liability have a Material Adverse Effect; (g) Resignation or Replacement of Auditors – within 10 days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request; and (h) Requested Information – with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or Properties of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor Company or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan(including, ifbut without limitation, at the time of such filing, such termination would reasonably be expected to require additional contributions actual copies of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(bParent’s Form 10-Q and Form 10-K) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) or relating to the annual report (Form 5500 Series) filed by ability of the Borrower, any of its Subsidiaries, any Guarantor or any of Obligors to perform their respective ERISA Affiliates with obligations hereunder and under the IRS with respect Notes and the other Transaction Documents, as applicable, as from time to each Title IV Plan, which is time may be reasonably requested by the Administrative Agent; (ii) all notices received by the Borrower, any such Purchaser or holder of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISANote.

ERISA Matters. The Borrower shall furnish the Administrative Agent with each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would could reasonably be expected to result in liability of the Borrower, any SubsidiarySubsidiary of the Borrower, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00025,000,000.00, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority thereto and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) promptly and in any event within 10 days after a Responsible Officer of the Borrower knows, or has reason to know, that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of an Authorized Officer of the Borrower describing such waiver request and the action, if any, the Borrower, its Subsidiaries and their respective ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (cd) promptly, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Borrower, any SubsidiarySubsidiary of the Borrower, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00025,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower Servicer shall furnish the Administrative Agent each of the following: not, and shall not permit AmeriCredit or AWC to, (ai) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, engage or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, permit any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates to engage in any prohibited transaction (as defined in Section 4975 of the Code and Section 406 of ERISA) for which an exemption is not available or has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by not previously been obtained from the IRS, the U.S. Department of Labor Labor; (ii) permit to exist any accumulated funding deficiency (as defined in Section 302(a) of ERISA and Section 412(a) of the Code) or the PBGC funding deficiency with respect to such event; any Benefit Plan other than a Multiemployer Plan; (biii) simultaneously with the date fail to make any payments to any Multiemployer Plan that the BorrowerIssuer, any of its Subsidiaries AmeriCredit, AWC or any ERISA Affiliate files with of the PBGC Issuer, AmeriCredit or AWC is required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto; (iv) terminate any Benefit Plan so as to result in any liability; (v) permit to exist any occurrence of any reportable event described in Title IV of ERISA which represents a material risk of a liability to the Issuer, AmeriCredit, AWC or any ERISA Affiliate of the Issuer, AmeriCredit or AWC under ERISA or the Code; or (vi) take any action or fail to take any action which shall give rise to a lien under Section 302(f) of ERISA or cause the Internal Revenue Service to indicate its intention in writing or to file a notice of intent lien asserting a claim or claims pursuant to the Code with regard to any assets of the Issuer, AmeriCredit, AWC or any ERISA Affiliate or cause the Pension Benefit Guaranty Corporation to indicate its intention in writing to file a notice of lien asserting a claim pursuant to ERISA with regard to any assets of the Issuer, AmeriCredit, AWC or any ERISA Affiliate or to terminate any Title IV Benefit Plan, ifor to take any steps to terminate any Benefit Plan, at the time of if such filingprohibited transactions, such termination would reasonably be expected to require additional contributions accumulated funding deficiencies, payments, terminations, reportable events and actions or inactions occurring within any fiscal year of the BorrowerIssuer, any SubsidiaryAmeriCredit and AWC, any Guarantor and/or in the aggregate, involve a payment of money or an incurrence of liability by the Issuer, AmeriCredit, AWC or any ERISA Affiliate of the Issuer, AmeriCredit or AWC, in an aggregate amount exceeding in excess of $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA10,000.

ERISA Matters. The Borrower shall furnish the Administrative Agent each (i) Promptly upon becoming aware of the following: (a) promptly and in occurrence of any event within 30 days after a Responsible Officer Event of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or Termination which together with any all other Events of ERISA Event, would reasonably be expected to result in Termination occurring within the prior 12 months involve a payment of money by or a potential aggregate liability of the Borrower, any Subsidiary, any Guarantor and/or or any ERISA Affiliate thereof or any combination of such entities in an aggregate amount exceeding excess of $20,000,000, 1,000,000 the Guarantor shall give the Buyer a written notice describing specifying the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates Affiliate thereof has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority taken and, when known by such Responsible Officerknown, any action taken or threatened by the IRSInternal Revenue Service, the Department of Labor or the PBGC with respect to such eventthereto; (bii) simultaneously with Promptly upon receipt thereof, the date that Guarantor shall furnish to the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, Buyer copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any ERISA Affiliate thereof of their respective ERISA Affiliates with the IRS with respect PBGC's intent to each Title IV terminate any Plan or to have a trustee appointed to administer any Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any ERISA Affiliate thereof from the sponsor of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an pursuant to Section 4202 of ERISA Event that would reasonably be expected to result involving withdrawal liability in liability excess of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,0001,000,000; and (iii) copies of such other documents all funding waiver requests filed by the Guarantor or governmental reports or filings relating any ERISA Affiliate thereof with the Internal Revenue Service with respect to any Employee Benefit Plan Plan, the accrued benefits of which exceed the present value of the plan assets as of the Administrative Agent shall reasonably request. Notwithstanding date the foregoing, promptlywaiver request is filed, and in all communications received by the Guarantor or any event within 60 days after ERISA Affiliate thereof from the Internal Revenue Service with respect to any such funding waiver request. (iii) The Guarantor represents and covenants that as of the date hereof and for so long as it is a Multiemployer Plan party to this Agreement or any Transaction hereunder, it is certified not, and it is not using the assets of, an employee benefit plan subject to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 406 of ERISA, notice a plan subject to Section 4975 of the Code, a plan subject to another law, regulation or restriction materially similar to Section 406 of ERISA or Section 4975 of the Code, or an entity the assets of which constitute assets of any such Multiemployer Plan’s status plans by reason of investment by such plans in the entity (including for this purpose, the general account of a life insurance company), because no class of equity interest in such Seller is held to the extent of 25 % or more (as measured by value) by one or more so-called "benefit plan investors", after disregarding the interests in the Guarantor held by certain controlling persons, or because of another exception set forth in U. S. Department of Labor Regulation Section 2510.3-101 (the "Plan Assets Regulation"). The parties hereto agree that the foregoing representation and covenant and the terms used therein shall be interpreted in a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAmanner consistent with the Plan Assets Regulation.

ERISA Matters. The Borrower Parent shall furnish the Administrative Agent with each of the following: (a) : promptly and in any event within 30 days after a Responsible Officer of the Borrower Parent knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would could reasonably be expected to result in liability of the BorrowerParent, any SubsidiarySubsidiary of the Parent, any Subsidiary Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00015,000,000.00, written notice describing the nature thereof, what action the BorrowerParent, any of its Subsidiaries, any Subsidiary Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority thereto and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) ; promptly and in any event within 10 days after a Responsible Officer of the Parent knows, or has reason to know, that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of an Authorized Officer of the Parent describing such waiver request and the action, if any, the Parent, its Subsidiaries and their respective ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; simultaneously with the date that the BorrowerParent, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) and promptly, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the BorrowerParent, any of its Subsidiaries, any Subsidiary Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the BorrowerParent, any of its Subsidiaries, any Subsidiary Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the BorrowerParent, any SubsidiarySubsidiary of the Parent, any Subsidiary Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00015,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish (i) As soon as possible and in any event within ten (10) days after the Administrative Agent each Company or any ERISA Affiliate knows or has reason to know that a Termination Event with respect to any Plan has occurred, or that the Company or any ERISA Affiliate has failed to make a required installment to a Plan within the meaning of Section 412(m) of the following: Code, a statement of the Designated Financial Officer of the Company describing such Termination Event and the action, if any, which the Company or ERISA Affiliate proposes to take with respect thereto, (aii) promptly and in any event within 30 days two (2) Business Days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened receipt thereof by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries Company or any ERISA Affiliate files with from the PBGC a PBGC, copies of each notice received by the Company or any ERISA Affiliate of intent the PBGC's intention to terminate any Title IV Plan or to have a trustee appointed to administer any Plan, if, at (iii) promptly and in any event within thirty (30) days after the time of such filing, such termination would reasonably be expected to require additional contributions of filing thereof with the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptlyInternal Revenue Service, copies of (i) each Schedule SB B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan and Multiemployer Plan, which is requested by the Administrative Agent; (iiiv) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, promptly and in any event within 60 days five (5) Business Days after receipt thereof by the Company or any ERISA Affiliate from a sponsor of a Multiemployer Plan is certified to be in “endangered” or “critical” from the PBGC, a copy of each notice received by the Company or any ERISA Affiliate concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status within the meaning of Code under Section 432 or Section 305 4241 of ERISA, notice (v) promptly and in any event within ten (10) days after the Company or any ERISA Affiliate takes action to establish an employee Plan as defined in Section 3(3) of ERISA, a statement of the Financial Officer of the Company describing such Multiemployer Plan’s status employee Plan and a copy of such Multiemployer employee Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted and (vi) promptly and in any event within five (5) days after the Company files any notice with the PBGC under Section 4043(b) of ERISA, a copy of such notice.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00040,000,000, written notice describing the nature thereof, what action the Borrower, any of its Restricted Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC or any other Governmental Authority in Canada or the Multiemployer Plan sponsor with respect to such event; (b) simultaneously with the date that the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 40,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and; (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Restricted Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Restricted Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,00040,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall furnish the Administrative Agent (with sufficient copies for each of the Lenders) each of the following: (a) promptly and in any event within 30 days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, written notice describing such event; (b) promptly and in any event within 10 days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan, a written statement of a Responsible Officer of the Borrower knows, or has reason to know, that any describing such ERISA Event has occurred thator waiver request and the action, alone or together with any other ERISA Eventif any, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective Subsidiaries and ERISA Affiliates has taken, is taking or proposes propose to take with respect thereto, including copies thereto and a copy of any notices or correspondence notice filed with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor PBGC or the PBGC with respect to such eventIRS pertaining thereto; (bc) simultaneously with the date that the Borrower, any Subsidiary of its Subsidiaries the Borrower or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, if such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (cd) promptlypromptly following receipt thereof, copies of (iany documents described in Sections 101(k) each Schedule SB (Actuarial Informationor 101(l) to the annual report (Form 5500 Series) filed by of ERISA that the Borrower, any Subsidiary of its Subsidiaries, any Guarantor the Borrower or any of their respective ERISA Affiliates with the IRS Affiliate may request with respect to each Title IV any Multiemployer Plan; provided, that if the Borrower, Subsidiaries or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, which is requested by then, upon reasonable request of the Administrative Agent; (ii) all notices received by , the Borrower, any of its Subsidiaries, any Guarantor or any of Subsidiaries and/or their respective ERISA Affiliates shall promptly make a request for such documents or notices from a Multiemployer Plan such administrator or sponsor concerning an ERISA Event that would reasonably be expected to result in liability of and the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) Borrower shall provide copies of such other documents or governmental reports or filings relating and notices to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days (on behalf of each Lender) promptly after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAreceipt thereof.

ERISA Matters. The Borrower shall promptly furnish to Lender (1) promptly after receipt, a copy of any notice of complete or partial withdrawal liability regarding a Plan under Title IV of ERISA and any notice from the Administrative Agent PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, (2) if requested by Lender, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created thereunder, (3) immediately upon becoming aware of the following: (a) promptly and occurrence of any "reportable event," as such term is defined in Section 4043 of ERISA, for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, or of any event within 30 days after a Responsible Officer "prohibited transaction," as such term is defined in Section 4975 of the Borrower knowsCode, or has reason to know, that any ERISA Event has occurred that, alone or together in connection with any Plan or any trust created thereunder, a written notice signed by an appropriate officer or other ERISA Event, would reasonably be expected responsible party acceptable to result in liability Lender on behalf of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing its applicable Subsidiaries or the applicable member of a Controlled Group for the employees of Borrower or its applicable Subsidiaries specifying the nature thereof, what action the Borrower, any its applicable Subsidiaries or the applicable member of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, such Controlled Group is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officerknown, any action taken or threatened by the IRSPBGC, the Internal Revenue Service or the Department of Labor or the PBGC with respect to such event; thereto, (b4) simultaneously with promptly after the date that the filing or receiving thereof by Borrower, any of its Subsidiaries or any ERISA Affiliate files with member of a Controlled Group for the PBGC a employees of any such Person of any notice of intent to terminate the institution of any Title IV proceedings or other actions which may result in the termination of any Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions and (5) each request for waiver of the Borrower, any Subsidiary, any Guarantor and/or any funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered or Section 412 of the Code regarding a standard termination within Plan promptly after the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed request is submitted by the Borrower, any of its SubsidiariesSubsidiaries or any member of a Controlled Group for the employees of any such Person to the Secretary of the Treasury, any Guarantor the Department of Labor or the Internal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, Borrower will fund, and will cause each of its applicable Subsidiaries to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and comply with all applicable provisions of ERISA. Borrower covenants that it shall and shall cause each of its applicable Subsidiaries and each member of a Controlled Group for the employees of Borrower or any of their respective ERISA Affiliates its Subsidiaries to (a) make contributions to each Plan in a timely manner and in an amount sufficient to comply with the IRS with respect to each Title IV Plan, which is requested by contribution obligations under such Plan and the Administrative Agentminimum funding standards requirements of ERISA; (iib) prepare and file in a timely manner all notices received by and reports required under the Borrower, any terms of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000including annual reports regarding such Plans; and (iiic) copies of pay in a timely manner all required PBGC premiums regarding such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAPlans.

ERISA Matters. The Borrower Company shall furnish the Administrative Agent (with sufficient copies for each of the Lenders) each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the BorrowerCompany, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent knows or has reason to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or know that any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISAEvent has occurred, a copy of each notice; andwritten notice describing such event; (cb) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, promptly and in any event within 60 10 days after Holdings, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that a Multiemployer request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status , a written statement of a Responsible Officer of the Company describing such waiver request and the action, if any, the Company, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY (c) simultaneously with the date that Holdings, any of its Subsidiaries or any ERISA Affiliate takes, or approves the decision to take, any action to establish any Title IV Plan or contribute to any Multiemployer Plan other than such Multiemployer plans listed on Schedule 4.17 (List of Plans); and (d) simultaneously with the date that Holdings, the Company, any of the Company's Subsidiaries takes or approves the decision to take any action (including any steps to terminate any Compensation Plan’s most recent funding improvement plan ) or rehabilitation planany omission (including any failure to make any required contributions to any Compensation Plan), as required with respect to any Compensation Plan, in either case that could reasonably be adopted under ERISAexpected to (i) result in a liabilities for Holdings, the Company or any of the Company's Subsidiaries the Dollar Equivalent of which shall be in excess of $10,000,000 in the aggregate, (ii) give rise to a Lien over any of the properties, assets or revenues of Holdings, the Company or any of the Company's Subsidiaries or (iii) result in a Material Adverse Effect, a notice of the foregoing action or omission.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (ai) promptly As soon as possible, and in any event within 30 days thirty (30) Business Days after a Responsible Officer of the Borrower knows, or any ERISA Affiliate knows or has reason to know, know that any ERISA a Termination Event has occurred thatoccurred, alone or together with any other ERISA Event, would reasonably be expected to result in liability a written statement of the Borrowerchief financial officer of Borrower describing such Termination Event and the action, any Subsidiaryif any, any Guarantor and/or any which Borrower or such ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, and when known by such Responsible Officerknown, any action taken or threatened by the IRS, the Department of Labor DOL or the PBGC with respect to such eventthereto; (bii) simultaneously with the date that the BorrowerAs soon as possible, and in any of its Subsidiaries event within thirty (30) Business Days, after Borrower or any ERISA Affiliate files with the PBGC knows or has reason to know that a notice prohibited transaction (as defined in Section 406 of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions ERISA and Section 4975 of the Borrower, any Subsidiary, any Guarantor and/or IRC) involving Borrower or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order has occurred, a statement of the chief financial officer of Borrower describing such transaction and the action which Borrower or such ERISA Affiliate has taken, is taking or proposes to be considered take with respect thereto; (iii) Within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate of a standard termination within written request from the meaning Agent (which shall make such request at the request of Section 4041(b) of ERISAany Lender), a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) series), including Schedule B thereto, filed by after the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS Effective Date with respect to each Title IV Benefit Plan; (iv) Within ten (10) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and within ten (10) Business Days after receipt, a copy of any communications received by Borrower or any ERISA Affiliate with respect to such request; (v) Within (30) Business Days after receipt by the Borrower or any ERISA Affiliate of a written request from the Agent (which shall make such request at the request of any Lender), a copy of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan; provided that neither Borrower nor any ERISA Affiliate shall have an obligation to provide a copy of any actuarial report or annual report for any Multiemployer Plan if it is unable to obtain such documents after good faith efforts to do so; (vi) Within thirty (30) Business Days after the occurrence thereof, notification of any material increases in the benefits of any existing Benefit Plan or the establishment of any new Plan or the commencement of contributions to any Multiemployer Plan to which Borrower or any ERISA Affiliate was not previously contributing; (vii) Within ten (10) Business Days after receipt by Borrower or an ERISA Affiliate of notice of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, which is requested a copy of each such notice; (viii) Within ten (10) Business Days after receipt by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor Borrower or any ERISA Affiliate of their respective any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the IRC which could reasonably be expected to result in a liability to the Borrower or an ERISA Affiliates Affiliate in excess of $500,000, a copy of such letter; (ix) Within ten (10) Business Days after receipt by Borrower or an ERISA Affiliate of a notice from a Multiemployer Plan sponsor concerning regarding the imposition of withdrawal liability which could reasonably be expected to result in a liability to the Borrower or an ERISA Event that would Affiliate in excess of $500,000, copies of each such notice; (x) Within ten (10) Business Days after the failure by Borrower or any ERISA Affiliate to make a required installment or any other payment required under Section 412 of the IRC on or before the due date for such installment or payment if such failure could reasonably be expected to result in a lien under Section 412(n) of the IRC, a notification of such failure; and (xi) Within seven (7) Business Days after Borrower or any ERISA Affiliate knows or has reason to know (A) a Multiemployer Plan has been terminated, (B) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (C) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan if such event could reasonably be expected to result in liability to the Borrower or an ERISA Affiliate in excess of the Borrower$500,000, any Subsidiarya notification of such information. For purposes of this Section 5.01, any Guarantor and/or Borrower and any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies shall be deemed to know all facts known by the administrator of such other documents any Plan of which Borrower or governmental reports or filings relating to any Employee Benefit Plan as ERISA Affiliate is the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAsponsor.

ERISA Matters. The Borrower shall furnish the Administrative Agent each of the following: (a) promptly and in any event within 30 thirty (30) days after a Responsible Officer of the Borrower knows, or has reason to know, that any ERISA Event has occurred that, alone or together with any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officer, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect to such event; (b) simultaneously with the date that the Borrower, any of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 sixty (60) days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.

ERISA Matters. The Borrower shall promptly furnish to Lender (1) promptly after receipt, a copy of any notice of complete or partial withdrawal liability regarding a Plan under Title IV of ERISA and any notice from the Administrative Agent PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, (2) if requested by Lender, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created thereunder, (3) immediately upon becoming aware of the following: (a) promptly and occurrence of any “reportable event,” as such term is defined in Section 4043 of ERISA, for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, or of any event within 30 days after a Responsible Officer “prohibited transaction,” as such term is defined in Section 4975 of the Borrower knowsCode, or has reason to know, that any ERISA Event has occurred that, alone or together in connection with any other ERISA EventPlan or any trust created thereunder, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, a written notice describing signed by an appropriate officer or other responsible party acceptable to Lender on behalf of Borrower or its applicable Subsidiaries or the applicable member of a Controlled Group for the employees of Borrower or its applicable Subsidiaries specifying the nature thereof, what action Borrower or its applicable Subsidiaries or the Borrower, any applicable member of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, such Controlled Group is taking or proposes to take with respect thereto, including copies of any notices or correspondence with any Governmental Authority and, when known by such Responsible Officerknown, any action taken or threatened by the IRSPBGC, the Internal Revenue Service or the Department of Labor with respect thereto, (4) promptly after the filing or receiving thereof by Borrower or any of its Subsidiaries or any member of a Controlled Group for the employees of any such Person of any notice of the institution of any proceedings or other actions which may result in the termination of any Plan, and (5) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code regarding a Plan promptly after the request is submitted by Borrower or any of its Subsidiaries or any member of a Controlled Group for the employees of any such Person to the Secretary of the Treasury, the Department of Labor or the PBGC Internal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, Borrower will fund, and will cause each of its Subsidiaries to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and comply with respect all applicable provisions of ERISA. Borrower covenants that it shall and shall cause each other Obligor and each other member of a Controlled Group for the employees of Borrower and each of its Subsidiaries to (a) make contributions to each Plan in a timely manner and in an amount sufficient to comply with the contribution obligations under such event; Plan and the minimum funding standards requirements of ERISA; (b) simultaneously with prepare and file in a timely manner all notices and reports required under the date that the Borrower, any terms of its Subsidiaries or any ERISA Affiliate files with the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of including annual reports regarding such filing, such termination would reasonably be expected to require additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each noticePlans; and and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) pay in a timely manner all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of required PBGC premiums regarding such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISAPlans.

ERISA Matters. The Each Borrower shall furnish the Administrative Agent (with sufficient copies of each of the following:Lenders): (ai) promptly and in any event within 30 days after a Responsible Officer such Borrower, any of the Borrower knows, its Subsidiaries or any ERISA Affiliate knows or has reason to know, know that any ERISA Event has occurred thatoccurred, alone or together with and (ii) promptly and in any other ERISA Event, would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000, written notice describing the nature thereof, what action the event within 10 days after such Borrower, any of its Subsidiaries, any Guarantor Subsidiaries or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of their respective the Code has been filed with respect to any Qualified Plan, a written statement of the Chief Financial Officer or other appropriate officer of such Borrower describing such ERISA Event or waiver request and the action, if any, which such Borrower, its Subsidiaries and ERISA Affiliates has taken, is taking or proposes propose to take with respect thereto, including copies thereto and a copy of any notices notice filed with the PBGC or correspondence with the IRS pertaining thereto; 84 94 (b) promptly and in any event within 30 days after the adoption thereof, notice of (i) any amendment to a Title IV Plan which results in an increase in benefits or the adoption of any new Title IV Plan, and (ii) any amendment to a, or adoption of a new, Welfare Benefit Plan, which results in new or increased benefits for retirees, their spouses or their beneficiaries; (c) promptly and in any event after receipt of written notice of commencement thereof, notice of any action, suit or proceeding before any Governmental Authority and, when known by or arbitrator affecting such Responsible OfficerBorrower, any action taken of its Subsidiaries or threatened by the IRS, the Department of Labor or the PBGC any ERISA Affiliate with respect to such eventany Title IV Plan, Multiemployer Plan or other Plan, except those which in the aggregate, if adversely determined, could not have a Material Adverse Effect; (bd) promptly and in any event within 30 days after notice or knowledge thereof, notice that such Borrower or any of its Subsidiaries has become subject to the tax on prohibited transactions imposed by Section 4975 of the Code, together with a copy of Form 5330; (e) promptly and in any event within 10 days after receipt thereof by such Borrower, any of its Subsidiaries or any ERISA Affiliate, a copy of each notice from the PBGC, received by such Borrower, any of its Subsidiaries or any ERISA Affiliate of the PBGC's intention to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (f) simultaneously with the date that the such Borrower, any of its Subsidiaries or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan under a distress termination within the meaning of Section 4041(c) of ERISA, a copy of each such notice; and (g) simultaneously with the PBGC date that such Borrower, any of its Subsidiaries or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if, at the time of such filing, if such termination would reasonably be expected to require material additional contributions of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000 in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (c) promptly, copies of (i) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan, which is requested by the Administrative Agent; (ii) all notices received by the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that would reasonably be expected to result in liability of the Borrower, any Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $20,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 60 days after a Multiemployer Plan is certified to be in “endangered” or “critical” status within the meaning of Code Section 432 or Section 305 of ERISA, notice of such Multiemployer Plan’s status and a copy of such Multiemployer Plan’s most recent funding improvement plan or rehabilitation plan, as required to be adopted under ERISA.