Common use of ERISA Matters Clause in Contracts

ERISA Matters. The Parent shall furnish each Administrative Agent, for delivery to the 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent 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, could would 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 $50,000,000.0020,000,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto 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) 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 Subsidiary 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 (dc) promptly, copies of (i) each Schedule B SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof 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 Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could that would 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 $50,000,000.0020,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any 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 Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent 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, could would 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 $50,000,000.0020,000,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto 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) 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 Subsidiary 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 (dc) promptly, copies of (i) each Schedule B SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof 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 Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could that would 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 $50,000,000.0020,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each Administrative Agent, for delivery covenants set forth this Section 7.8 apply only to a Class A Member during the Applicable Lenders, with 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 Parent following, a written notice setting forth the nature thereof and the action, if any, that the Class A Member or a Borrower knowsits 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 (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, 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 ParentCode relating to employee benefit plans which has not been satisfied, a Borroweror in the imposition of any lien on any of the rights, properties or assets of any Restricted Subsidiary, any Guarantor and/or any Member ERISA Affiliate in an aggregate amount exceeding $50,000,000.00pursuant 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 Parenttaken together with any other such liabilities or liens then existing, could reasonably be expected to have a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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;Material Adverse Effect. (b) promptly and in No Class A Member or any event within 10 days after a Responsible Officer of its Member ERISA Affiliates shall (i) permit any Title IV Plan to fail to satisfy the Parent or a Borrower knows, or has reason to know, that a request for a minimum funding waiver under Section standards of ERISA or section 412 of the Code has been filed with respect to any Title IV PlanCode, (ii) seek a written statement of an Authorized Officer waiver of the Parent describing such waiver request and the action, if any, the Parent, a Borrower, their respective Subsidiaries and their respective minimum funding standards of ERISA Affiliates propose to take with respect thereto and a copy or an extension of any notice filed with amortization period under section 412 of the PBGC or the IRS pertaining thereto; Code, (ciii) simultaneously with the date that the Parent, a Borrower, any Subsidiary or any ERISA Affiliate files file with the PBGC a notice of intent to terminate any Title IV PlanPlan in a distress termination described in section 4041(c) of ERISA, if, (iv) permit a Title IV Plan funding to have an “at the time of such filing, such termination would require material additional contributions in order to be considered a standard termination risk” status within the meaning of Section 4041(bsection 430(i) of ERISAthe Code, a copy (v) incur any material liability pursuant to Title IV of each noticeERISA (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; and (d) promptly, copies of unless any such event or events described in clauses (i) each Schedule B through (Actuarial Informationvi) to the annual report (Form 5500 Series) filed by the Parentabove, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone either individually or together with any other such event or events, would not reasonably be expected to have a Material Adverse Effect. In addition, no Class A Member or any of its Member ERISA EventAffiliates shall permit the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Underfunded Title IV Plans, determined in accordance with Title IV of ERISA, to exceed the aggregate current value of the assets under all Underfunded Title IV Plans by an amount that, if required to be paid in an immediate lump-sum payment, 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestMaterial Adverse Effect.

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent 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, could would 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 $50,000,000.0015,000,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 a Responsible Officer of the Parent Borrower describing such waiver request and the action, if any, the Parent, a Borrower, their respective 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 Parent, a Borrower, any Subsidiary 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could that would 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 $50,000,000.007,500,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each Administrative Agentpromptly, for delivery to the Applicable Lenders, with each of the following: (a) promptly and in any event within 30 days ten Business Days after a Responsible Officer becoming aware of any 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 Planfollowing, a written statement of an Authorized Officer of notice setting forth the Parent describing such waiver request nature thereof and the action, if any, that the ParentCompany or an ERISA Affiliate, a Borrowerincluding any Subsidiary Guarantor, their respective Subsidiaries and their respective ERISA Affiliates propose proposes to take with respect thereto thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and a copy of any the regulations thereunder, for which notice filed with 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 IRS pertaining thereto; (c) simultaneously with threatening by the date that PBGC of the Parentinstitution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a Borrowertrustee to administer, any Subsidiary Plan, or the receipt by the Company or any ERISA Affiliate files with the PBGC Affiliate, including any Co-Obligor or Subsidiary Guarantor, of a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an 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 Event thatAffiliate, alone 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 ERISA Eventsuch liabilities or Liens then existing, could reasonably be expected to result in liability of the Parent, have a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.Material Adverse Effect;

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent 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, could would 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 $50,000,000.007,500,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 Borrower describing such waiver request and the action, if any, the Parent, a Borrower, their respective 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 Parent, a Borrower, any Subsidiary 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each the Administrative Agent, for delivery to the Applicable LendersParticipants, with each of the following: (a) promptly and in any event within 30 days after a Responsible Officer of the Parent or a Borrower 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, could reasonably be expected to result in liability of the Parent, a Borroweran Applicant, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borroweran Applicant, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 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, a Borroweran 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 Parent, a Borroweran Applicant, any 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borroweran Applicant, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borroweran Applicant, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parent, a Borroweran Applicant, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each Administrative Agent(i) Promptly, for delivery to the Applicable Lenders, with each of the following: (a) promptly and in any event within 30 thirty (30) days after a Responsible Officer obtains actual knowledge of any 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 Planfollowing, a written statement of an Authorized Officer of notice setting forth the Parent describing such waiver request nature thereof and the action, if any, that the Parent, a Borrower, their respective Subsidiaries and their respective Borrower or an ERISA Affiliates propose Affiliate proposes to take with respect thereto and a copy of thereto: (A) with respect to any Single Employer Plan, any Reportable Event for which notice filed with thereof has not been waived pursuant to such regulations as in effect on the PBGC or the IRS pertaining theretodate hereof; (cB) simultaneously with the date that taking by the ParentPBGC 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 Borrowertrustee to administer, any Subsidiary Single Employer Plan, or the receipt by the Borrower or any ERISA Affiliate files with of a notice from a Multiemployer Plan that such action has been taken by the PBGC a notice with respect to such Multiemployer Plan; (C) the imposition of intent any Lien on any of the rights, properties or assets of the Borrower pursuant to terminate Title I or IV of ERISA or any Title IV withdrawal from, or the termination, or insolvency of, any Multiemployer Plan, ifif such Liens or acts, at the time of such filingtaken together with any other Liens or acts then existing, such termination would require material additional contributions in order reasonably be expected to be considered have a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each noticeMaterial Adverse Effect; andor (dii) promptlyPromptly following any request therefor, copies of (iA) each Schedule B (Actuarial Informationany documents described in Section 101(k) to of ERISA that the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, 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; (ii) all provided that if the Borrower has not requested such documents or notices received by from the Parent, a Borrower, any Subsidiary, any Guarantor administrator or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parentapplicable Multiemployer Plan, the Borrower shall promptly make a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; request for such documents or notices from such administrator or sponsor and (iii) shall provide copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.and notices promptly after receipt thereof;

ERISA Matters. The Parent shall furnish each Administrative Agentpromptly, for delivery to the Applicable Lenders, with each of the following: (a) promptly and in any event within 30 five 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 such Obligor becoming aware of any of the Parent describing such waiver request following, a written notice setting forth the nature thereof and the action, if any, that the Parent, a Borrower, their respective Subsidiaries and their respective applicable Obligor or an ERISA Affiliates propose Affiliate of such Obligor proposes to take with respect thereto thereto: (A) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and a copy of any the regulations thereunder, for which notice filed with 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 IRS pertaining thereto; (c) simultaneously with threatening by the date that PBGC of the Parentinstitution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a Borrowertrustee to administer, any Subsidiary or any ERISA Affiliate files with Plan, (2) the PBGC providing of notice by a notice plan administrator of the intent to terminate any Title IV PlanPlan under section 4041 of ERISA, ifor (3) the receipt by such Obligor or any of its ERISA Affiliates of a notice, at or the time receipt by any Multiemployer Plan from such Obligor or any of such filingits ERISA Affiliates of any notice, such termination would require material additional contributions concerning the imposition of withdrawal liability under section 4201 or 4204 of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in order to be considered a standard termination reorganization, within the meaning of Section 4041(b) Title IV of ERISA, a copy of each notice; andor (dC) promptlyany event (including, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrowerwithout limitation, any SubsidiaryERISA Event), transaction or condition that could result in the incurrence of any Guarantor liability by such Obligor or any of their respective its ERISA Affiliates with pursuant to Title I or IV of ERISA (other than claims in the IRS with respect to each ordinary course or PBGC premiums required by Title IV Plan; (iiof ERISA) all notices received by or the Parentpenalty or excise tax provisions of the Code relating to employee benefit plans, a Borrower, or in the imposition of any Subsidiary, Lien on any Guarantor of the rights or Properties of such Obligor or any of their respective its ERISA Affiliates from a Multiemployer Plan sponsor concerning an pursuant to Title I or IV of ERISA Event thator such penalty or excise tax provisions, alone if such liability or Lien, taken together with any other ERISA Eventsuch liabilities or Liens then existing, could reasonably be expected to result in liability of the Parent, have a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.Material Adverse Effect;

ERISA Matters. The Parent shall furnish each Administrative Agent, for delivery covenants set forth this Section 7.8 apply only to a Class A Member during the Applicable Lenders, with 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 Parent following, a written notice setting forth the nature thereof and the action, if any, that the Class A Member or a Borrower knowsits 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 (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, 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 ParentCode relating to employee benefit plans which has not been satisfied, a Borroweror in the imposition of any lien on any of the rights, properties or assets of any Restricted Subsidiary, any Guarantor and/or any Member ERISA Affiliate in an aggregate amount exceeding $50,000,000.00pursuant 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 Parenttaken together with any other such liabilities or liens then existing, could reasonably be expected to have a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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;Material Adverse Effect. (b) promptly and in No Class A Member or any event within 10 days after a Responsible Officer of its Member ERISA Affiliates shall (i) permit any Title IV Plan to fail to satisfy the Parent or a Borrower knows, or has reason to know, that a request for a minimum funding waiver under Section standards of ERISA or section 412 of the Code has been filed with respect to any Title IV PlanCode, (ii) seek a written statement of an Authorized Officer waiver of the Parent describing such waiver request and the action, if any, the Parent, a Borrower, their respective Subsidiaries and their respective minimum funding standards of ERISA Affiliates propose to take with respect thereto and a copy or an extension of any notice filed with amortization period under section 412 of the PBGC or the IRS pertaining thereto; Code, (ciii) simultaneously with the date that the Parent, a Borrower, any Subsidiary or any ERISA Affiliate files file with the PBGC a notice of intent to terminate any Title IV PlanPlan in a distress termination described in section 4041(c) of ERISA, if, (iv) permit a Title IV Plan funding to have an “at the time of such filing, such termination would require material additional contributions in order to be considered a standard termination risk” status within the meaning of Section 4041(bsection 430(i) of ERISAthe Code, a copy (v) incur any material liability pursuant to Title IV of each noticeERISA (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; and (d) promptly, copies of unless any such event or events described in clauses (i) each Schedule B through (Actuarial Informationvi) to the annual report (Form 5500 Series) filed by the Parentabove, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone either individually or together with any other such event or events, would not reasonably be expected to have a Material Adverse Effect. In addition, no Class A Member or any of its Member ERISA EventAffiliates shall permit the aggregate “amount of unfunded benefit liabilities” (within the meaning of section [***] Confidential Treatment Requested 4001(a)(18) of ERISA) under all Underfunded Title IV Plans, determined in accordance with Title IV of ERISA, to exceed the aggregate current value of the assets under all Underfunded Title IV Plans by an amount that, if required to be paid in an immediate lump-sum payment, 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestMaterial Adverse Effect.

ERISA Matters. The Parent shall furnish each Administrative Agent, for delivery to the Applicable Lenders, with 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 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, could reasonably be expected to result in liability of the Parentfollowing, a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00, written notice describing setting forth the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 thereof and the action, if any, that the Parent, a Borrower, their respective Subsidiaries and their respective Company or any ERISA Affiliates propose Affiliate proposes to take with respect thereto and thereto: (i) any event or condition that constitutes, or could reasonably be expected to result in, a copy Termination Event; (ii) with respect to any Multiemployer Plan, the receipt of any notice filed with of any Withdrawal Liability assessed against the Company or any ERISA Affiliate, 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 the PBGC of steps to institute, or the IRS pertaining 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; (iv) the failure to make payment in full on or before the due date (including extensions thereof) of all amounts that the Company or any ERISA Affiliate 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; (cv) simultaneously with the date that the Parent, a Borrower, any 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS funding deficiency with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor one or more Plans in excess of $50,000 or any other change in the funding status of their respective ERISA Affiliates from a Multiemployer any Plan sponsor concerning an ERISA Event that, alone either individually or together with any other ERISA Eventin the aggregate, could reasonably be expected to 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 of by the Parent, a Borrower, any Restricted 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 $50,000,000.00; and (iii) 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 such other documents or governmental reports or filings relating each annual report/return (Form 5500 series) and all schedules and attachments thereto required to any Employee Benefit Plan as any Administrative Agent shall reasonably requestbe 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 3(39) of ERISA).

ERISA Matters. The Parent Servicer shall furnish each Administrative Agentnot, for delivery to and shall not permit AmeriCredit, AMC or the Applicable LendersDebtor to, with each of the following: (ai) promptly and in any event within 30 days after a Responsible Officer of the Parent engage 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or permit any of their its respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 engage 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 prohibited transaction (as defined in Section 412 4975 of the Code and Section 406 of ERISA) for which an exemption is not available or has not previously been filed obtained from the U.S. Department of 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 funding deficiency with respect to any Title IV Benefit Plan other than a Multiemployer 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 ; (iii) fail to take with respect thereto and a copy of make any notice filed with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date payments to any Multiemployer Plan that the ParentDebtor, a BorrowerAmeriCredit, any Subsidiary 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 if such prohibited transactions, accumulated funding deficiencies, payments, terminations, reportable events and actions or inactions occurring within any fiscal year of the time Debtor, AmeriCredit and AMC, in the aggregate, involve a payment of such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning money or an incurrence of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed liability by the ParentDebtor, a BorrowerAmeriCredit, any Subsidiary, any Guarantor AMC or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 of the Debtor, AmeriCredit or AMC, in an aggregate amount exceeding in excess of $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request10,000.

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent 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, could would 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 $50,000,000.0025,000,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto 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) 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 Subsidiary 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 in an aggregate amount exceeding $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 (dc) promptly, copies of (i) each Schedule B SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof 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 Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could that would 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 $50,000,000.0025,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent Each Borrower shall furnish each Administrative Agent, for delivery to the Applicable Lenders, 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 Parent its Subsidiaries or a Borrower knows, any ERISA Affiliate knows or has reason to know, know that any ERISA Event has occurred, and (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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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; (bii) promptly and in any event within 10 days after a Responsible Officer such Borrower, any of the Parent its Subsidiaries or a Borrower knows, any ERISA Affiliate knows or has reason to know, know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Qualified Plan, a written statement of an Authorized the Chief Financial Officer or other appropriate officer of the Parent such Borrower describing such ERISA Event or waiver request and the action, if any, the Parent, a which such Borrower, their respective 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; 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 or arbitrator affecting such Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to any Title IV Plan, Multiemployer Plan or other Plan, except those which in the aggregate, if adversely determined, could not have a Material Adverse Effect; (d) 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 Parent, a such Borrower, any Subsidiary 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each Administrative AgentPromptly, for delivery to the Applicable Lenders, with each of the following: (a) promptly and in any event within 30 thirty (30) days after a Responsible Officer obtains actual knowledge of any 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 Planfollowing, a written statement of an Authorized Officer of notice setting forth the Parent describing such waiver request nature thereof and the action, if any, that the Parent, a Borrower, their respective Subsidiaries and their respective Borrower or an ERISA Affiliates propose Affiliate proposes to take with respect thereto and a copy of thereto: (i) with respect to any Plan, any Reportable Event for which notice filed with thereof has not been waived pursuant to such regulations as in effect on the PBGC or the IRS pertaining theretodate hereof; (cii) simultaneously with the date that taking by the ParentPBGC 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 Borrowertrustee to administer, any Subsidiary Plan, or the receipt by the Borrower or any ERISA Affiliate files with of a notice from a Multiemployer Plan that such action has been taken by the PBGC a notice with respect to such Multiemployer Plan; (iii) the imposition of intent any Lien on any of the rights, properties or assets of the Borrower pursuant to terminate Title I or IV of ERISA or any Title IV withdrawal from, or the termination, reorganization or insolvency of, any Multiemployer Plan, ifif such Lien, at the time of taken together with any other such filingLiens then existing, such termination would require material additional contributions in order reasonably be expected to be considered have a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each noticeMaterial Adverse Effect; andor (div) promptlypromptly following any request therefor, copies of (iA) each Schedule B (Actuarial Informationany documents described in Section 101(k) to of ERISA that the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, 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; (ii) all notices received by provided that if the Parent, a Borrower, any Subsidiary, any Guarantor Borrower or any of their respective ERISA Affiliates Commonly Controlled Entity has not requested such documents or notices from a Multiemployer Plan the administrator or sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parentapplicable Plan or Multiemployer Plan, the Borrower or the Commonly Controlled Entity(ies) shall promptly make a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; request for such documents or notices from such administrator or sponsor and (iii) shall provide copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.and notices promptly after receipt thereof;

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent each of the following: (a) promptly and in any event within 30 thirty (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, could would 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 $50,000,000.0020,000,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto 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) 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 Subsidiary 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 (dc) promptly, copies of (i) each Schedule B SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof 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 Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could that would 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 $50,000,000.0020,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request. Notwithstanding the foregoing, promptly, and in any event within 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 Parent 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 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 Administrative Agentannual and other report with respect to each Plan or any trust created thereunder, (3) immediately upon becoming aware of the occurrence of any “reportable event,” as such term is defined in Section 4043 of ERISA, for delivery to which the Applicable Lendersdisclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, with each or of any “prohibited transaction,” as such term is defined in Section 4975 of the following: (a) promptly and Code, 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 connection with any other ERISA Event, could reasonably be expected to result in liability of the ParentPlan or any trust created thereunder, a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00, 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 Parent, a Borrower, any Subsidiary, any Guarantor or any applicable member of their respective ERISA Affiliates has taken, such Controlled Group is taking or proposes to take with respect thereto thereto, 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) promptly prepare and file in any event within 10 days after a Responsible Officer timely manner all notices and reports required under the terms 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 ERISA including annual reports regarding such waiver request Plans; 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, pay in a Borrower, any Subsidiary or any ERISA Affiliate files with the timely manner all required PBGC a notice of intent to terminate any Title IV Plan, if, at the time of premiums regarding such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestPlans.

ERISA Matters. The Parent 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 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 Administrative Agentannual and other report with respect to each Plan or any trust created thereunder, (3) immediately upon becoming aware of the occurrence of any "reportable event," as such term is defined in Section 4043 of ERISA, for delivery to which the Applicable Lendersdisclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, with each or of any "prohibited transaction," as such term is defined in Section 4975 of the following: (a) promptly and Code, 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 connection with any other ERISA Event, could reasonably be expected to result in liability of the ParentPlan or any trust created thereunder, a written notice signed by an appropriate officer or other responsible party acceptable to Lender on behalf of Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00, 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 Parent, a Borrower, any Subsidiary, any Guarantor its applicable Subsidiaries or any the applicable member of their respective ERISA Affiliates has taken, such Controlled Group is taking or proposes to take with respect thereto thereto, 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, 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, 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 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 respect 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 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) promptly prepare and file in any event within 10 days after a Responsible Officer timely manner all notices and reports required under the terms 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 ERISA including annual reports regarding such waiver request Plans; 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, pay in a Borrower, any Subsidiary or any ERISA Affiliate files with the timely manner all required PBGC a notice of intent to terminate any Title IV Plan, if, at the time of premiums regarding such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestPlans.

ERISA Matters. The Parent shall furnish each Administrative Agent, for delivery to the Applicable Lenders, with each (i) Promptly upon becoming aware of the following: (a) promptly and in occurrence of any event Event of ERISA Termination which together with all other Events of ERISA Termination occurring within 30 days after the prior 12 months involve a Responsible Officer payment of the Parent money by 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, could reasonably be expected to result in potential aggregate liability of the Parent, a Borrower, any Restricted Subsidiary, any Guarantor and/or or any ERISA Affiliate thereof or any combination of such entities in an aggregate amount exceeding excess of $50,000,000.00, 1,000,000 the Guarantor shall give the Buyer a written notice describing specifying the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates Affiliate thereof has taken, is taking or proposes to take with respect thereto 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 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; (cii) simultaneously with Promptly upon receipt thereof, the date that Guarantor shall furnish to the Parent, a Borrower, any 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, Buyer copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed all notices received by the Parent, a Borrower, any Subsidiary, 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; (ii) all notices received by the Parent, a Borrower, any Subsidiary, 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, alone or together with any other ERISA Event, could reasonably be expected to result involving withdrawal liability in liability excess of the Parent, a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.001,000,000; 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 date the waiver request is filed, and all communications received by the Guarantor or any Administrative Agent shall reasonably 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 party to this Agreement or any Transaction hereunder, it is not, and it is not using the assets of, an employee benefit plan subject to Section 406 of ERISA, 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 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 manner consistent with the Plan Assets Regulation.

ERISA Matters. The Parent shall furnish each Administrative Agent(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, for delivery (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 Applicable Lenders, with 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 days three (3) Business Days after a Responsible Officer of the Parent receipt thereof by any Issuer 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, 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 $50,000,000.00thereof from the PBGC, written copies of each notice describing the nature thereof, what action the Parent, a Borrower, received by any Subsidiary, any Guarantor Issuer or any ERISA Affiliate thereof of their respective ERISA Affiliates has takenthe PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, is taking or proposes to take with respect 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; (bc) promptly and in any event within 10 days after a Responsible Officer of the Parent any Issuer or a Borrower knows, any ERISA Affiliate thereof knows or has reason to know, know that a request for a minimum funding waiver under required installment within the meaning of Section 412 of the Code has not been filed made when due with respect to any Title IV an Employee Benefit Plan, a written statement of an Authorized Officer of the Parent describing such waiver request (d) promptly 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 in any notice filed with the PBGC or the IRS pertaining thereto; event within three (c3) simultaneously with the date that the Parent, a Borrower, Business Days after receipt thereof by any Subsidiary Issuer or any ERISA Affiliate files with thereof from a sponsor of a Multiemployer Plan or from the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISAPBGC, a copy of each notice; and notice received by any Issuer or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (de) promptlypromptly and in any event within 10 days after any Issuer sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed such notice sent by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestIssuer.

ERISA Matters. The Parent shall furnish each Administrative Agent, for delivery to the Applicable Lenders, with each of the following: (ai) promptly and in any event within 30 days after a Responsible Officer the Borrower, any of the Parent its Subsidiaries or a Borrower knows, any ERISA Affiliate knows or has reason to know, know that any ERISA Event has occurred, and (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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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; (bii) promptly and in any event within 10 days after a Responsible Officer the Borrower, any of the Parent its Subsidiaries or a Borrower knows, any ERISA Affiliate knows or has reason to know, know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Qualified Plan, a written statement of an Authorized the Chief Financial Officer or other appropriate officer of the Parent Borrower describing such ERISA Event or waiver request and the action, if any, which the Parent, a Borrower, their respective 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; (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 Parent, a Borrower, any Subsidiary 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each Administrative Agent(i) As soon as possible, for delivery to the Applicable Lenders, with each of the following: (a) promptly and in any event within 30 days thirty (30) Business Days after a Responsible Officer of the Parent Borrower or a Borrower knows, any ERISA Affiliate knows or has reason to knowknow that a Termination Event has occurred, 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, could reasonably be expected to result in liability a written statement of the Parentchief financial officer of Borrower describing such Termination Event and the action, a Borrowerif any, any Restricted Subsidiary, any Guarantor and/or any which Borrower or such ERISA Affiliate in an aggregate amount exceeding $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto andthereto, 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) promptly As soon as possible, and in any event within 10 days thirty (30) Business Days, after a Responsible Officer of the Parent Borrower or a Borrower knows, any ERISA Affiliate knows or has reason to know, know that a prohibited transaction (as defined in Section 406 of ERISA and Section 4975 of the IRC) involving Borrower or any ERISA Affiliate 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 take with respect thereto; (iii) Within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate of a written request for from the Agent (which shall make such request at the request of any Lender), a minimum copy of each annual report (Form 5500 series), including Schedule B thereto, filed after the Effective Date with respect to each 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, a copy of each such notice; (viii) Within ten (10) Business Days after receipt by Borrower or any ERISA Affiliate of 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 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 regarding the imposition of withdrawal liability which could reasonably be expected to result in a liability to the Borrower or an ERISA 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 Code has been filed with respect IRC on or before the due date for such installment or payment if such failure could reasonably be expected to any Title IV Planresult in a lien under Section 412(n) of the IRC, a written statement notification 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;failure; and (cxi) simultaneously with the date that the Parent, a Borrower, any Subsidiary Within seven (7) Business Days after Borrower 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(bknow (A) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan has been terminated, (B) the administrator or plan sponsor concerning an 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 Event that, alone or together with any other ERISA Event, 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 Parent$500,000, a Borrowernotification of such information. For purposes of this Section 5.01, any Restricted Subsidiary, any Guarantor and/or Borrower and any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; 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 any Administrative Agent shall reasonably requestERISA Affiliate is the plan sponsor.

ERISA Matters. The Parent shall furnish each Administrative Agent(i) As soon as possible and in any event within ------------- ten (10) days after the Company or any ERISA Affiliate knows or has reason to know that a Termination Event with respect to any Plan has occurred, for delivery or that the Company or any ERISA Affiliate has failed to make a required installment to a Plan within the Applicable Lenders, with each 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 receipt thereof by the Parent Company 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, 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 $50,000,000.00from the PBGC, written copies of each notice describing received by the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor Company or any ERISA Affiliate of their respective ERISA Affiliates has takenthe PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, is taking or proposes to take with respect 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; (biii) promptly and in any event within 10 thirty (30) 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 filing thereof with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date that the Parent, a Borrower, any 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptlyInternal Revenue Service, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan and Multiemployer Plan; , (iiiv) all notices promptly and in any event within five (5) Business Days after receipt thereof by the Company or any ERISA Affiliate from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by the Parent, a Borrower, any Subsidiary, any Guarantor Company or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, (v) promptly and in any event within ten (10) days after the Company or any ERISA Affiliate takes action to establish an aggregate amount exceeding $50,000,000.00; employee Plan as defined in Section 3(3) of ERISA, a statement of the Financial Officer of the Company describing such employee Plan and a copy of such employee Plan, and (iiivi) copies 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 other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestnotice.

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, Agent 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, could reasonably be expected to result in liability of the Parent, a Borrower, any Restricted SubsidiarySubsidiary of the Borrower, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.0025,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 Borrower describing such waiver request and the action, if any, the Parent, a Borrower, their respective 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 Parent, a Borrower, any Subsidiary 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parent, a Borrower, any Restricted SubsidiarySubsidiary of the Borrower, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.0025,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each Administrative Agentpromptly, for delivery to the Applicable Lenders, with each of the following: (a) promptly and in any event within 30 days five Business Days after a Responsible Officer becomes aware of any 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 Planfollowing, a written statement of an Authorized Officer of notice setting forth the Parent describing such waiver request nature thereof and the action, if any, that the Parent, a Borrower, their respective Subsidiaries and their respective Company or an ERISA Affiliates propose Affiliate proposes to take with respect thereto 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 a copy of any the regulations thereunder, for which notice filed with 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 IRS pertaining thereto; (c) simultaneously with the date that the Parent, appointment of a Borrowertrustee to administer, any Subsidiary Plan subject to Title IV of ERISA (other than a Multiemployer Plan), or the receipt by the Company or any ERISA Affiliate files with the PBGC of a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that would result in the incurrence of any liability by the Company or any ERISA Event thatAffiliate 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 penalty or excise tax under the provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA), alone 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 penalty or excise tax provisions, if such liability or Lien, taken together with any other ERISA Eventsuch liabilities or Liens then existing, could would reasonably be expected to result in liability of the Parent, have a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably request.Material Adverse Effect;

ERISA Matters. The Parent Company shall furnish the Administrative Agent (with sufficient copies for each Administrative Agent, for delivery to of the Applicable Lenders, with ) each of the following: (a) promptly and in any event within 30 days after a Responsible Officer the Company, any of the Parent its Subsidiaries or a Borrower knows, any ERISA Affiliate knows or has reason to know, 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, 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 $50,000,000.00occurred, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 Holdings, any of the Parent its Subsidiaries or a Borrower knows, any ERISA Affiliate knows or has reason to know, 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 or Multiemployer Plan, a written statement of an Authorized a Responsible Officer of the Parent Company describing such waiver request and the action, if any, the ParentCompany, a Borrower, their respective 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;; AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY (c) simultaneously with the date that the Parent, a BorrowerHoldings, any Subsidiary of its Subsidiaries or any ERISA Affiliate files with takes, or approves the PBGC a notice of intent decision to terminate take, any action to establish any Title IV Plan, if, at the time Plan or contribute to any Multiemployer Plan other than such plans listed on Schedule 4.17 (List of such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each noticePlans); and (d) promptlysimultaneously with the date that Holdings, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a BorrowerCompany, any Subsidiary, of the Company's Subsidiaries takes or approves the decision to take any Guarantor action (including any steps to terminate any Compensation Plan) or any of their respective ERISA Affiliates with the IRS omission (including any failure to make any required contributions to any Compensation Plan), with respect to each Title IV any Compensation Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, in either case that could reasonably be expected to (i) result in liability a liabilities for Holdings, the Company or any of the ParentCompany's Subsidiaries the Dollar Equivalent of which shall be in excess of $10,000,000 in the aggregate, (ii) give rise to a BorrowerLien over any of the properties, assets or revenues of Holdings, the Company or any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; and of the Company's Subsidiaries or (iii) copies result in a Material Adverse Effect, a notice of such other documents the foregoing action or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestomission.

ERISA Matters. The Parent shall furnish each Administrative Agentpromptly, for delivery to the Applicable Lenders, with each 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 Parent Company or a Borrower knowsany 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 (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, 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 Company or any of its Subsidiaries (including, but without limitation, actual copies of the Parent, a Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.00, written notice describing ’s Form 10-Q and Form 10-K) or relating to the nature thereof, what action ability of the Parent, a Borrower, any Subsidiary, any Guarantor or any of Obligors to perform their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known by such Responsible Officer, any action taken or threatened by obligations hereunder and under 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 Notes and the actionother Transaction Documents, if anyas applicable, the Parent, as from time to time may be reasonably requested by any such Purchaser or holder of 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 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestNote.

ERISA Matters. The Parent shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, Agent 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, could reasonably be expected to result in liability of the Parent, a Borrowerany Subsidiary of the Parent, any Restricted Subsidiary, any Subsidiary Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.0015,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrowerany of its Subsidiaries, any Subsidiary, any Subsidiary Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 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 Parent, a Borrower, any Subsidiary 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) and promptly, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrowerany of its Subsidiaries, any Subsidiary, any Subsidiary Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrowerany of its Subsidiaries, any Subsidiary, any Subsidiary Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parent, a Borrowerany Subsidiary of the Parent, any Restricted Subsidiary, any Subsidiary Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $50,000,000.0015,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent Borrower shall furnish the Administrative Agent (with sufficient copies for each Administrative Agent, for delivery to of the Applicable Lenders, with ) each of the following: (a) promptly and in any event within 30 days after a Responsible Officer the Borrower, any Subsidiary of the Parent Borrower or a Borrower knows, any ERISA Affiliate knows or has reason to know, 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, 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 $50,000,000.00occurred, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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 the Borrower, any Subsidiary of the Parent Borrower or a Borrower knows, any ERISA Affiliate knows or has reason to know, 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 a Responsible Officer of the Parent Borrower describing such ERISA Event or waiver request and the action, if any, the Parent, a Borrower, their respective 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 Parent, a Borrower, any Subsidiary of 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (d) promptlypromptly following receipt thereof, copies of (iany documents described in Sections 101(k) each Schedule B (Actuarial Informationor 101(l) to of ERISA that the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, any Guarantor Subsidiary of the Borrower or any of their respective ERISA Affiliates with the IRS Affiliate may request with respect to each Title IV any Multiemployer Plan; (ii) all notices received by provided, that if the Parent, a Borrower, any Subsidiary, any Guarantor Subsidiaries or any of their respective ERISA Affiliates have not requested such documents or notices from a Multiemployer Plan the administrator or sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could reasonably be expected to result in liability of the Parentapplicable Multiemployer Plan, a then, upon reasonable request of the Administrative Agent, the Borrower, any Restricted Subsidiary, any Guarantor Subsidiaries and/or any their ERISA Affiliate in an aggregate amount exceeding $50,000,000.00; Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and (iii) the Borrower shall provide copies of such other documents or governmental reports or filings relating and notices to any Employee Benefit Plan as any the Administrative Agent shall reasonably request(on behalf of each Lender) promptly after receipt thereof.

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with each of Agent 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 Parent or a Borrower knows, or has reason to know, that any describing such 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, 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 $50,000,000.00, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect 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, that the Parent, a Borrower, their respective Subsidiaries and their respective its ERISA Affiliates propose to take with respect thereto and a copy of any notice filed by the Borrower, the Leasehold Holder or any ERISA Affiliate with the PBGC or the IRS pertaining thereto; (c) simultaneously with the date that the Parent, a Borrower, any 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 require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (dii) promptlypromptly following any request therefor, copies of (iA) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiary, 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, or, in lieu thereof, a certificate of a Responsible Officer of the Borrower 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 Parent, a Borrower, any Subsidiary, 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, 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 $50,000,000.00; 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 any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent 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, could would 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 $50,000,000.0020,000,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto 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) 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 Subsidiary 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; andand 65833673_5 (dc) promptly, copies of (i) each Schedule B SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof 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 Parent, a Borrower, any Subsidiaryof its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could that would 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 $50,000,000.0020,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent Borrower shall furnish each the Administrative Agent, for delivery to the Applicable Lenders, with Agent 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, could would 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 $50,000,000.0040,000,000, written notice describing the nature thereof, what action the Parent, a Borrower, any Subsidiaryof its Restricted Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto 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) 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 Subsidiary 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 material additional contributions of the Borrower, any Restricted Subsidiary, any Guarantor and/or any ERISA Affiliate in an aggregate amount exceeding $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; (dc) promptly, copies of (i) each Schedule B SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Parent, a Borrower, any Subsidiaryof 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 Parent, a Borrower, any Subsidiaryof its Restricted Subsidiaries, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event that, alone or together with any other ERISA Event, could that would 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 $50,000,000.0040,000,000; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any the Administrative Agent shall reasonably request.

ERISA Matters. The Parent shall furnish each Administrative Agent(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, for delivery (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 Applicable Lenders, with 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 days three (3) Business Days after a Responsible Officer of the Parent receipt thereof by any Issuer 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, 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 $50,000,000.00thereof from the PBGC, written copies of each notice describing the nature thereof, what action the Parent, a Borrower, received by any Subsidiary, any Guarantor Issuer or any ERISA Affiliate thereof of their respective ERISA Affiliates has takenthe PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, is taking or proposes to take with respect 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; (bc) promptly and in any event within 10 days after a Responsible Officer of the Parent any Issuer or a Borrower knows, any ERISA Affiliate thereof knows or has reason to know, know that a request for a minimum funding waiver under required installment within the meaning of Section 412 of the Code has not been filed made when due with respect to any Title IV an Employee Benefit Plan, a written statement of an Authorized Officer of the Parent describing such waiver request (d) promptly 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 in any notice filed with the PBGC or the IRS pertaining thereto; event within three (c3) simultaneously with the date that the Parent, a Borrower, Business Days after receipt thereof by any Subsidiary Issuer or any ERISA Affiliate files with thereof from a sponsor of a Multiemployer Plan or from the PBGC a notice of intent to terminate any Title IV Plan, if, at the time of such filing, such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISAPBGC, a copy of each notice; and notice received by any Issuer or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (de) promptlypromptly and in any event within 10 days after any Issuer sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed such notice sent by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates with the IRS with respect to each Title IV Plan; (ii) all notices received by the Parent, a Borrower, any Subsidiary, any Guarantor or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event 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 $50,000,000.00; and (iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as any Administrative Agent shall reasonably requestIssuer.