Common use of ERISA Notices Clause in Contracts

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the BorrowerCompany’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know Company obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer a Financial Officer of the Borrower Company describing such ERISA Termination Event and the action, if any, which the Borrower Company has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Company or any ERISA Affiliate of its Subsidiaries to liability in excess of $5,000,000, a written statement of a Financial Officer or designee of the Company describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower filing of any funding waiver request with the IRS, a copy of such funding waiver request and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request within ten (10) Business Days such communication is received; and (iii) within ten (10) Business Days after the Company or any ERISA Affiliate member of the Controlled Group knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of a notice describing such termination, intention to terminate, or institution of proceedingsmatter. For purposes of this Section 8.56.01(c), the Borrower Company, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the Borrower Company or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent (with copies for each of the Lenders), at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer an Authorized Financial Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred with respect to the Borrower, any ERISA Affiliate or any Plan, a statement of the chief financial officer an Authorized Financial Officer of the Borrower describing such transaction with respect to the Borrower, any ERISA Affiliate or any Plan and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all written communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letterletter to the extent any of the foregoing would have a Material Adverse Effect; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment which failure has not been cured, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or has given written notice that it will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower Each Loan Party shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possibleLender (i) promptly, and in any event: event within ten (a10) Business Days, after the receipt thereof, copies of all reports and notices which any Loan Party, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate Loan Party knows or has reason to know that an ERISA Termination (A) any Reportable Event has occurredoccurred or is reasonably expected to occur with respect to any Employee Pension Plan, a written statement (B) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the chief financial officer United States Treasury for a waiver or modification of the Borrower describing such minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA Termination Event and to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (G) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the actionimposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, if any(H) any Prohibited Transaction or other transaction, which the Borrower event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Party, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Loan Party, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer of Borrowing Agent setting forth the details as to such event, transaction or condition and the action any Loan Party has taken, is taking or proposes to take with respect thereto, thereto and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (dA) within fifteen and (15B) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Planabove, with copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan notices and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorapplications.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $250,000, a written statement of the chief financial officer, treasurer or designee of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a material non-exempt prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred with respect to the ESOP or to any other Plan, or that the IRS or DOL or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, a statement of the chief financial officer officer, treasurer or designee of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the material increase in the benefits of any Benefit Plan or Non-ERISA Commitment in existence on the date of this Agreement or the establishment of any new material Benefit Plan or Non-ERISA Commitment or the commencement of, or obligation to commence, material contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any member of the Controlled Group was not previously contributing, notification of such increase, establishment, commencement or obligation to commence and the amount of such contributions; (iv) within ten (10) Business Days after the Borrower or any of its Subsidiaries receives written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), copies of each such letter; (v) within ten (10) Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (dvi) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (evii) within fifteen ten (1510) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate a member of the Controlled Group with respect to such request; (fviii) within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which receipt by the Borrower or any ERISA Affiliate was not previously contributing, notification member of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice Controlled Group of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hix) within fifteen ten (1510) Business Days after receipt by the Borrower or any member of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification Controlled Group of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of material withdrawal liability, copies of each such notice; (jx) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment to a Benefit Plan, a notification of such failure; and; (kxi) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a material Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.,

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible(i) Promptly, and in any event: event within five (a) within fifteen (155) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer a Responsible Officer of the Borrower Agent describing such ERISA Termination Event and the actionany action that is being taken, if anyor will be taken, which the Borrower with respect thereto by any Loan Party (or any known ERISA Affiliate has takenAffiliate), is taking and any action taken or proposes to take threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect theretoto such Termination Event; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request pursuant to Section 412(c) of the Internal Revenue Code filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party of notice of the PBGC’s intention to terminate a Pension Plan or Multiemployer Plan under Section 4041 or Section 4041A of ERISA or to have a trustee appointed to administer a Pension Plan or Multiemployer Plan, a copy of such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the IRSInternal Revenue Service, DOL the Department of Labor or the PBGC with respect thereto;) of: (bA) within fifteen (15any Prohibited Transaction which would subject any Borrower to a material civil penalty assessed pursuant to Section 502(i) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and or a material tax imposed by Section 4975 of the Internal Revenue Code) has occurredCode in connection with any Plan, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretotrust created thereunder; (cB) within fifteen (15) Business Days after a failure by any Borrower or, to the filing knowledge of the same with the DOLany Borrower, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, to make a copy of each funding waiver request filed with respect payment to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or required to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification avoid imposition of a Plan Lien under Section 401(a303(k) of ERISA or Section 430(k) of the Internal Revenue Code, copies of each such letter;or a failure by any Loan Party to make a payment to a Multiemployer Plan which is required by ERISA or the Internal Revenue Code; and (iC) the establishment of any new Pension Plan or Multiemployer Plan or the obligation to contribute to any new Pension Plan or Multiemployer Plan which was not specified on Schedule 6.01(v); promptly upon and in any event within fifteen five (155) Business Days after the Borrower or request of the Agent, each annual report (IRS Form 5500 series) and all accompanying schedules and the most recent actuarial reports, in any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liabilitycase, copies of each such notice; with respect to any Pension Plan; and promptly, and in any event within five (j) within fifteen (155) Business Days after the Borrower or receipt thereof by any ERISA Affiliate fails to make a required installment or any other required Loan Party, notice and demand for payment of withdrawal liability under Section 412 4201 of ERISA with respect to a Multiemployer Plan or notice that a Multiemployer Plan is endangered or critical status within the meaning of Section 305 of ERISA or Section 432 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorCode.

ERISA Notices. The Borrower shall deliver or cause to be delivered delivered, within the time limits set forth below, to the Administrative AgentLender, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred with respect to any Plan, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days or such longer period as may be reasonably agreed to by the Lender after the filing of Borrower or ERISA Affiliate receives written notice from the same with the DOL, IRS or PBGCLender requesting same, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate request of the Lender, copies of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Benefit Plan, copies of each such report; (ev) within fifteen ten (1510) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (fvi) within fifteen ten (1510) Business Days after the request of the Lender regarding the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (gvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iviii) within fifteen ten (1510) Business Days after before the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails will be unable to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment which will give rise to a Lien, a notification of such failure; and (kix) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (iA) a Multiemployer Plan which is subject to Title IV of ERISA has been terminated, (iiB) the administrator or plan sponsor of a such Multiemployer Plan intends has provided the Borrower or any ERISA Affiliate with notice of an intention to terminate a such Multiemployer Plan, or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a such Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $5,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, material contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iv) within fifteen ten (1510) Business Days after the establishment of any material foreign employee benefit plan (other than the establishment of a defined contribution plan under English law within one hundred eighty (180) days of the Closing Date) or the commencement of, or obligation to commence, material contributions to any foreign employee benefit plan to which the Borrower or any ERISA Affiliate receives Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) within ten (10) Business Days after the filing thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (vii) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (viii) 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 all communications received by the Borrower or a member of the Controlled Group with respect to such request; (ix) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (x) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jxi) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kxii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent (with copies for each of the Lenders), at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer an Authorized Financial Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred with respect to the Borrower, any ERISA Affiliate or any Plan, a statement of the chief financial officer an Authorized Financial Officer of the Borrower describing such transaction with respect to the Borrower any ERISA Affiliate or any Plan and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all written communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letterletter to the extent any of the foregoing would have a Material Adverse Effect; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment which failure has not been cured, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or has given written notice that it will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent (with sufficient copies for each of the Lenders), at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $250,000, a written statement of the chief financial officer, treasurer or designee of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a material non-exempt prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred with respect to the ESOP or to any other Plan, or that the IRS or DOL or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, a statement of the chief financial officer officer, treasurer or designee of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the material increase in the benefits of any Benefit Plan or Non-ERISA Commitment in existence on the date of this Agreement or the establishment of any new material Benefit Plan or Non-ERISA Commitment or the commencement of, or obligation to commence, material contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any member of the Controlled Group was not previously contributing, notification of such increase, establishment, commencement or obligation to commence and the amount of such contributions; (iv) within ten (10) Business Days after the Borrower or any of its Subsidiaries receives written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), copies of each such letter; (v) within ten (10) Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (dvi) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (evii) within fifteen ten (1510) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate a member of the Controlled Group with respect to such request; (fviii) within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which receipt by the Borrower or any ERISA Affiliate was not previously contributing, notification member of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice Controlled Group of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hix) within fifteen ten (1510) Business Days after receipt by the Borrower or any member of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification Controlled Group of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of material withdrawal liability, copies of each such notice; (jx) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment to a Benefit Plan, a notification of such failure; and; (kxi) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a material Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a material Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a material Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known ; (xii) within ten (10) Business Days after receipt by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the DOL or IRS relating to the ESOP or the ESOT, which would reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, copies of such notice and copies of all subsequent correspondence relating thereto within ten (10) Business Days of receipt of such correspondence; (xiii) together with the financial statements delivered pursuant to Section 7.1(A)(iii) or upon the written request of the Administrative Agent, any amendment to any of the ESOP Plan Documents or ESOT Transaction Documents; and (xiv) within ten (10) Business Days after an Authorized Officer of the Borrower obtains knowledge that at any time on or after the Closing Date the Borrower is not taxable as an "S corporation" as such item is defined in Section 1361 of the plan sponsorCode or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower, written notice of such knowledge.

ERISA Notices. The Borrower Each Loan Party shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as : (i) As soon as reasonably possible, and in any event: event within ten (a) within fifteen (1510) Business Days after the Borrower either a Loan Party or any an ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer Chief Financial Officer of the Borrower Stellex describing such ERISA Termination Event and the action, if any, which the Borrower such Loan Party or any such ERISA Affiliate has taken, is taking or proposes to take take, with respect thereto, and and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; (bii) as soon as possible, and in any event within fifteen ten (1510) Business Days Days, after the Borrower either a Loan Party or any an ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer Chief Financial Officer of the Borrower Stellex describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretotransaction; (ciii) within fifteen ten (1510) Business Days days after the filing of the same thereof with the DOL, the IRS or the PBGC, copies of each annual report (form 5500 series)report, including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower either a Loan Party or any an ERISA Affiliate with respect to such request; (fv) within fifteen ten (1510) Business Days days after the occurrence first to occur of an amendment of any material existing Benefit Plan which will result in an increase in the benefits under such Benefit Plan or a notification of any existing Plan or Multiemployer Plan such increase, or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower either a Loan Party or any an ERISA Affiliate was not previously contributing, a copy of said amendment, notification of such increase, establishment or commencementBenefit Plan; (gvi) promptly upon, and in any event within fifteen ten (1510) Business Days after the Borrower after, receipt by either a Loan Party or any an ERISA Affiliate receives of a notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hvii) promptly upon, and in any event within fifteen ten (1510) Business Days after the Borrower after, receipt by either a Loan Party or any an ERISA Affiliate of its Subsidiaries receives notice of any an unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each said determination letter, if such letterdisqualification would have a Material Adverse Effect; (iviii) promptly upon, and in any event within fifteen ten (1510) Business Days after the Borrower or receipt by any ERISA Affiliate receives Loan Party of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies a copy of each such said notice;; and (jix) promptly upon, and in any event within fifteen ten (1510) Business Days after the Borrower after, Stellex or any ERISA Affiliate of its Subsidiaries fails to make a required installment under subsection (m) of Section 412 of the Code or any other payment required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after , if such failure could result in either the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor imposition of a Multiemployer Plan intends to terminate Lien under said Section 412 or otherwise have a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorMaterial Adverse Effect.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible(i) Promptly, and in any event: event within five (a) within fifteen (155) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer a Responsible Officer of the Borrower Agent describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has action that is being taken, is taking or proposes to take will be taken, with respect theretothereto by any Loan Party or ERISA Affiliate, and when known, any action taken or threatened by the IRSInternal Revenue Service, DOL the Department of Labor or the PBGC with respect theretoto such Termination Event; (bii) promptly, and in any event within fifteen five (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (155) Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRSInternal Revenue Service, a copy of each funding waiver request pursuant to Section 412(c) of the internal Revenue Code filed with respect to any Plan and all communications received by subject to the Borrower or any ERISA Affiliate with respect to such requestfunding requirements of Section 412 of the Internal Revenue Code; (fiii) promptly, and in any event within fifteen five (155) Business Days after the occurrence of receipt by any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice Loan Party of the PBGC’s intention to terminate a Plan under Section 4041 or Section 4041A of ERISA or to have a trustee appointed to administer a Plan, copies a copy of each such notice; (hiv) promptly, and in any event within fifteen five (155) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto) of: (A) any Prohibited Transaction which would subject any Borrower to a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any of its Subsidiaries receives notice trust created thereunder; (B) a failure by any Borrower or, to the knowledge of any unfavorable determination letter from the IRS regarding the qualification Borrower, ERISA Affiliate to make a payment to a Plan required to avoid imposition of a Plan Lien under Section 401(a303(k) of ERISA or Section 430(k) of the Internal Revenue Code, copies or a failure by any Loan Party to make a payment to a Plan which is required by ERISA or the Internal Revenue Code; and (C) the establishment of each such letterany new Plan or the obligation to contribute to any new Plan which was not specified on Schedule 6.1(v); (iv) promptly upon and in any event within fifteen five (155) Business Days after the Borrower or request of the Agent, each annual report (IRS Form 5500 series) and all accompanying schedules and the most recent actuarial reports, in any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liabilitycase, copies of each such noticewith respect to any Pension Plan; (jvi) promptly, and in any event within fifteen five (155) Business Days after the Borrower or receipt thereof by any ERISA Affiliate fails to make a required installment or any other required Loan Party, notice and demand for payment of withdrawal liability under Section 412 4201 of ERISA with respect to a Multiemployer Plan or notice that a Multiemployer Plan is subject to Section 305 of ERISA or Section 432 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failureCode; and (kvii) promptly, and in any event within fifteen five (155) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor entry of a Multiemployer judgment, award or settlement agreement, in either case with respect to a Plan intends that would reasonably be expected, individually or in the aggregate to terminate have a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorMaterial Adverse Effect.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative Agent, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $2,500,000.00, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Multi-employer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kviii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Multi-employer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Multi-employer Plan intends to terminate a Multiemployer Multi-employer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Multi-employer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.55.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower Company shall deliver or cause to be delivered to the Administrative AgentLender, at the Borrower’s Company's expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate knows Knows or has reason to know reasonably should Know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer a Financial Officer of the Borrower Company describing such ERISA Termination Event and the action, if any, which the Borrower Company or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when knownKnown, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate knows Knows or has reason to know reasonably should Know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred that would have a material adverse effect (financial or otherwise) on the Company or any ERISA Affiliate for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL, a statement of the chief financial officer a Financial Officer of the Borrower Company describing such transaction and the action which the Borrower Company or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after receipt by the filing Company of the same with the DOL, IRS or PBGCwritten request therefor from Lender, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate Company of a written request therefor from Lender, copies of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (ev) within fifteen ten (1510) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and and, if requested by Lender, all communications received by the Borrower Company or any ERISA Affiliate with respect to such request; (fvi) within fifteen ten (1510) Business Days after upon the occurrence thereof, notification of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower Company or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (gvii) within fifteen ten (1510) Business Days after receipt by the Borrower Company or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hviii) within fifteen ten (1510) Business Days after receipt by the Borrower Company or any of its Subsidiaries receives notice ERISA Affiliate of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; provided, that the Company or any ERISA Affiliate has reason to believe that the IRS erroneously sent such letter, then a copy of such letter need not be delivered to Lender if the IRS shall confirm in writing within such ten (10) day period that such letter is withdrawn, invalid or otherwise should be disregarded; (iix) within fifteen ten (1510) Business Days after receipt by the Borrower Company or any ERISA Affiliate receives of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jx) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate fails to make a required installment or any other required payment that would give rise to a Lien under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and; (kxi) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate knows Knows or has reason to know reasonably should Know (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; and (xii) within ten (10) Business Days after receipt by the Company of a written notice from Lender, notification copies of any Foreign Employee Benefit Plan and related documents, reports and correspondence as requested by Lender in such termination, intention to terminate, or institution of proceedingsnotice. For purposes of this Section 8.57.06, the Borrower Company and any ERISA Affiliate shall be deemed to know Know all facts known Known by the “Administrator” administrator of any Plan of which the Borrower Company or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know Restricted Subsidiary obtains Knowledge that an ERISA a Termination Event has occurredoccurred which could reasonably be expected to subject the Borrower or such Restricted Subsidiary to a liability, individually or in the aggregate in excess of $1,000,000, a written statement of the chief financial officer of the Borrower or such Restricted Subsidiary describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains Knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or such Restricted Subsidiary to liability, individually or in the aggregate, in excess of $1,000,000, a written statement of the chief financial officer of the Borrower or such Restricted Subsidiary describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains Knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which could reasonably be expected to subject the Borrower or such Restricted Subsidiary to a liability, individually or in the aggregate in excess of $1,000,000, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Restricted Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing Borrower or any of its Subsidiaries receives notice from the IRS that a Plan is being disqualified under Section 401(a) of the same with the DOL, IRS or PBGCCode, copies of each such letter; and (iv) within ten (10) Business Days after a request by the Agent, copies of the most recent annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (dv) within fifteen ten (1510) Business Days after a request by the Agent, copies of the most recent actuarial report for any Benefit Plan or Multiemployer Plan or if later ten (10) Business Days after receipt of such report by the Borrower or any ERISA Affiliate member of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such reportthe Controlled Group; (evi) within fifteen ten (1510) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and thereafter all communications received by the Borrower or any ERISA Affiliate a member of the Controlled Group with respect to such request; (fvii) within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which receipt by the Borrower or any ERISA Affiliate was not previously contributing, notification member of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice Controlled Group of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hviii) within fifteen ten (1510) Business Days after receipt by the Borrower or any member of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification Controlled Group of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jix) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kx) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.56.1(E), the Borrower Borrower, any of its Restricted Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan (other than a Multiemployer Plan) of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which could result in material liability , a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kviii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5SECTION 7.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered delivered, within the time limits set forth below, to the Administrative AgentAgents and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred with respect to any Plan, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days or such longer period as may be reasonably agreed to by either Administrative Agent after the filing of the same with the DOL, IRS Borrower or PBGCERISA Affiliate receives written notice from such Administrative Agent requesting same, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate request of either Administrative Agent, copies of each actuarial report for any Benefit Plan if received by the Borrower or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (ev) within fifteen ten (1510) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (fvi) within fifteen ten (1510) Business Days after the request of either Administrative Agent regarding the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (gvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iviii) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (1510) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and; (kix) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (iA) a Multiemployer Plan has been terminated, (iiB) the administrator or plan sponsor of a Multiemployer Plan intends has provided the Borrower or any ERISA Affiliate with notice of an intention to terminate a Multiemployer Plan, or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of ; and (x) within ten (10) Business Days or such termination, intention longer period as may be reasonably agreed to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which either Administrative Agent after the Borrower or any of its Subsidiaries or any ERISA Affiliate is receives written notice from such Administrative Agent requesting the plan sponsorsame, copies of any Foreign Employee Benefit Plan and related documents, reports and correspondence specified in such notice.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any eventnotices: (ai) within fifteen ten (1510) Business Days after any of the Borrower Borrower, any of the Borrower’s Subsidiaries or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any of its Subsidiaries or ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after any of the Borrower Borrower, any of the Borrower’s Subsidiaries or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue CodeIRC) has occurredoccurred which could reasonably be expected to result in liabilities to the Borrower or any of the Borrower’s Subsidiaries in excess of $3,000,000, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower and its Subsidiaries or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any of the Borrower’s Subsidiaries or any ERISA Affiliate with respect to such request; (fiv) within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which receipt by the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower Borrower’s Subsidiaries or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a PlanPlan in either case in a distress termination under Section 4041(c) of ERISA, copies of each such notice; (hv) within fifteen ten (1510) Business Days after the receipt by Borrower or any of its the Borrower’s Subsidiaries receives notice or any ERISA Affiliate of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue CodeIRC which could reasonably be expected to result in liabilities to the Borrower or any of the Borrower’s Subsidiaries in excess of $3,000,000, copies of each such letter; (ivi) within fifteen ten (1510) Business Days after the receipt by the Borrower or any of the Borrower’s Subsidiaries or any ERISA Affiliate receives of a notice from a Multiemployer Plan regarding the imposition of withdrawal liabilityliability which could reasonably be expected to result in liabilities to the Borrower or any of its Subsidiaries in excess of $3,000,000, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower Borrower, or any of its Subsidiaries or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code IRC on or before the due date for such installment or paymentpayment which could reasonably be expected to result in the imposition of a Lien under Section 412(n) of the IRC, a notification of such failure; and (kviii) within fifteen ten (1510) Business Days after the Borrower or any of its Subsidiaries or any ERISA Affiliate knows or has reason to know (iA) a Multiemployer Plan has been terminated, (iiB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer PlanPlan which, in any such case, could reasonably be expected to result in liabilities to the Borrower and its Subsidiaries in excess of $3,000,000, a notification of such termination, intention to terminate, event or institution of proceedingsfact. For purposes of this Section 8.56.1(f), the Borrower any Loan Party and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the Borrower such Loan Party or any such ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $5,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, material contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iv) within fifteen ten (1510) Business Days after the establishment of any material foreign employee benefit plan (other than the establishment of a defined contribution plan under English law within one hundred eighty (180) days of the Closing Date) or the commencement of, or obligation to commence, material contributions to any foreign employee benefit plan to which the Borrower or any ERISA Affiliate receives Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) within ten (10) Business Days after the filing thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (vii) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (viii) 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 all communications received by the Borrower or a member of the Controlled Group with respect to such request; (ix) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (x) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jxi) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kxii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.57.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor. In addition, for purposes of this Section 7.1(D), “material” means any noncompliance or basis for liability which could reasonably be likely to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $5,000,000.

ERISA Notices. The Each Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possibleLender (i) promptly, and in any event: event within ten (a10) Business Days, after the receipt thereof, copies of all reports and notices which any Borrower, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within fifteen ten (1510) Business Days after the any Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination (A) any Reportable Event has occurredoccurred or is reasonably expected to occur with respect to any Employee Pension Plan, a written statement (B) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the chief financial officer United States Treasury for a waiver or modification of the Borrower describing such minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA Termination Event and to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Borrower, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (G) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the actionimposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, if any(H) any Prohibited Transaction or other transaction, which the Borrower event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Borrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer of Borrowing Agent setting forth the details as to such event, transaction or condition and the action any Borrower has taken, is taking or proposes to take with respect thereto, thereto and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (dA) within fifteen and (15B) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Planabove, with copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan notices and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorapplications.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentLender, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days business days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) business days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $250,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days business days after the Borrower or any ERISA Affiliate knows or has reason to know of the Lithia Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Lithia Subsidiary has taken, is taking or proposes to take with respect thereto; ; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days business days after the Borrower or any of its the Lithia Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower Borrowers shall deliver or cause to be ------------- delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s Borrowers' expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen ten (1510) Business Days after the any Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the such Borrower describing such ERISA Termination Event and the action, if any, which the such Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the any Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred that could reasonably be expected to result in excise tax liability in excess of $1,000,000, a statement of the chief financial officer of the such Borrower describing such transaction and the action which the such Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same thereof with the DOL, IRS IRS, or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with the IRS with respect to each PlanBenefit Plan (or notice to the Administrative Agent that copies of such report are available to the Administrative Agent and the Lenders upon their request therefor); (div) within fifteen ten (1510) Business Days after receipt by the any Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such reportreport (or notice to the Administrative Agent that copies of such report are available to the Administrative Agent and the Lenders upon their request therefor); (ev) within fifteen ten (1510) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the any Borrower or any ERISA Affiliate with respect to such request; (fvi) within fifteen ten (1510) Business Days after the occurrence thereof, notification of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the any Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (gvii) within fifteen ten (1510) Business Days after the receipt by any Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hviii) within fifteen ten (1510) Business Days after the receipt by any Borrower or any of its Subsidiaries receives notice ERISA Affiliate of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iix) within fifteen ten (1510) Business Days after the receipt by any Borrower or any ERISA Affiliate receives of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jx) within fifteen ten (1510) Business Days after the any Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and; (kxi) within fifteen ten (1510) Business Days after the any Borrower or any ERISA Affiliate knows or has reason to know (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will shall institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; (xii) within ten (10) Business Days after receipt by any Borrower of a written notice from the Administrative Agent, notification copies of any Foreign Employee Benefit Plan and related documents, reports and correspondence as requested by the Lenders in such notice; and (xiii) within ten (10) Business Days after any Borrower or any ERISA Affiliate has amended a Benefit Plan, resulting in an increase in current liability for the plan year such that such Borrower or any ERISA Affiliate is required to provide security under Section 401(a)(29) of the Internal Revenue Code, copies of such termination, intention to terminate, or institution of proceedingsamendment. For purposes of this Section 8.57.05, the Borrower Borrowers and any ERISA Affiliate shall ------------ be deemed to know all facts known by the “Administrator” administrator of any Plan of which the a Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form IRS Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer PlanPlan (IRS Form 5500), copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all written communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries ERISA Affiliate receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be ------------- delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be ----------- deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as : (i) As soon as reasonably possible, and in any event: event within ten (a10) within fifteen (15) Business Days days after either the Borrower or any an ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer Chief Financial Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any such ERISA Affiliate has taken, is taking or proposes to take take, with respect thereto, and and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; (bii) as soon as possible, and in any event within fifteen ten (1510) Business Days days, after either the Borrower or any an ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) that would result in a material liability to the Borrower or an ERISA Affiliate has occurred, a statement of the chief financial officer Chief Financial Officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretotransaction; (ciii) within fifteen ten (1510) Business Days days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by either the Borrower or any an ERISA Affiliate with respect to such request; (fiv) promptly upon, and in any event within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which days after, receipt by either the Borrower or any an ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives a notice of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hv) promptly upon, and in any event within fifteen ten (1510) Business Days after days after, receipt by either the Borrower or any an ERISA Affiliate of its Subsidiaries receives notice of any an unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each said determination letter, if such letter; (i) within fifteen (15) Business Days after disqualification would result in a material liability to the Borrower or any ERISA Affiliate receives of its Subsidiaries; (vi) promptly upon, and in any event within ten (10) days after receipt by the Borrower of a notice from a Multiemployer Plan regarding the imposition of material withdrawal liability, copies a copy of each such said notice;; and (jvii) promptly upon, and in any event within fifteen ten (1510) Business Days after days after, the Borrower or any ERISA Affiliate of its Subsidiaries fails to make a required installment under subsection (m) of Section 412 of the Code or any other payment required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after , if such failure could result in either the imposition of a Lien under said Section 412 or otherwise have a Material Adverse Effect on the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorits Subsidiaries.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group knows or has reason to know that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability individually or in the aggregate in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate of its Subsidiaries knows or has reason to know that an assessment of a prohibited transaction (defined in Sections 406 of ERISA and excise tax under Section 4975 of the Internal Revenue Code) Code has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate of its Subsidiaries has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate of its Subsidiaries was not previously contributing, notification of such increaseestablishment, establishment commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter;; and (iv) within fifteen ten (1510) Business Days after the Borrower establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, contributions to any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after foreign employee benefit plan to which the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer PlanSubsidiary was not previously contributing, notification of such terminationestablishment, intention commencement or obligation to terminate, or institution commence and the amount of proceedingssuch contributions. For purposes of this Section 8.56.1(E), the Borrower and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentLender, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $250,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Multi-employer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kviii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Multi-employer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Multi-employer Plan intends to terminate a Multiemployer Multi-employer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Multi-employer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.55.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower Company shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s Company's expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate knows or has reason to reasonably should know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower Company describing such ERISA Termination Event and the action, if any, which that the Borrower Company or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate knows or has reason to reasonably should know that a prohibited transaction (as defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL, a statement of the chief financial officer of the Borrower Company describing such transaction and the action which that the Borrower Company or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen ten (1510) Business Days after receipt by the Borrower Company or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (ev) within fifteen ten (1510) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and and, if requested by the Administrative Agent, all communications received by the Borrower Company or any ERISA Affiliate with respect to such request; (fvi) within fifteen ten (1510) Business Days after the occurrence thereof, notification of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower Company or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (gvii) within fifteen ten (1510) Business Days after receipt by the Borrower Company or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hviii) within fifteen ten (1510) Business Days after receipt by the Borrower Company or any of its Subsidiaries receives notice ERISA Affiliate of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iix) within fifteen ten (1510) Business Days after receipt by the Borrower Company or any ERISA Affiliate receives of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jx) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and; (kxi) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate knows or has reason to reasonably should know (iA) a Multiemployer Plan has been terminated, (iiB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; and (xii) within ten (10) Business Days after receipt by the Company of a written notice from the Administrative Agent, notification copies of any Foreign Employee Benefit Plan and related documents, reports and correspondence as requested by the Administrative Agent in such termination, intention to terminate, or institution of proceedingsnotice. For purposes of this Section 8.57.05, the Borrower Company and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the Borrower Company or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower Borrowers shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s Borrowers' expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower Borrowers describing such ERISA Termination Event and the action, if any, which either of the Borrower Borrowers or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which either of the Borrower Borrowers or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by either of the Borrower Borrowers or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by either of the Borrower Borrowers or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which either of the Borrower Borrowers or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after either of the Borrower Borrowers or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after either of the Borrower Borrowers or any of its their Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after either of the Borrower Borrowers or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after either of the Borrower Borrowers or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after either of the Borrower Borrowers or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower Borrowers and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which either of the Borrower Borrowers or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iv) within fifteen ten (1510) Business Days after the establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, contributions to any foreign employee benefit plan to which the Borrower or any ERISA Affiliate receives notice from a Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) upon the request of the Agent, within ten (10) Business Days after the filing thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (vii) upon the request of the Agent, within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan regarding the imposition of withdrawal liabilityand each annual report for any Multiemployer Plan, copies of each such notice; report; (jviii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of filing thereof with the Internal Revenue Code on or before the due date for such installment or paymentIRS, a notification copy of such failure; and (k) within fifteen (15) Business Days after each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate knows or has reason a member of the Controlled Group with respect to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.request;

ERISA Notices. The Borrower Aviation Sales shall deliver or cause to be delivered to the Administrative AgentAgent and the Lenders and Holders, at the Borrower’s Aviation Sales' expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower Aviation Sales describing such ERISA Termination Event and the action, if any, which the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen ten (1510) Business Days after the Borrower Aviation Sales or any ERISA Affiliate Guarantor or any Subsidiary of Aviation Sales knows or has reason to know that an assessment of a prohibited transaction (defined in Sections 406 of ERISA and excise tax under Section 4975 of the Internal Revenue Code) Code has occurred, a statement of the chief financial officer of the Borrower Distribution describing such transaction and the action which the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen three (153) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen three (153) Business Days after receipt by the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen three (153) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate with respect to such request; (f) within fifteen three (153) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen three (153) Business Days after the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen three (153) Business Days after the Borrower Aviation Sales or any Guarantor or any Subsidiary of its Subsidiaries Aviation Sales receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such notice and letter; (i) within fifteen three (153) Business Days after the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen three (153) Business Days after the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen three (153) Business Days after the Borrower Aviation Sales, any Guarantor, any Subsidiary of Aviation Sales or any ERISA Affiliate knows or has reason to know (iA) a Multiemployer Plan has been terminated, (iiB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. "For purposes of this Section 8.5SECTION 28.1.6, the Borrower Aviation Sales, each Guarantor, each Subsidiary of Aviation Sales and any each ERISA Affiliate shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower Aviation Sales, such Guarantor, such Subsidiary or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as (i) As soon as reasonably possible, and in any event: event within twenty (a20) within fifteen (15) Business Days days after the either a Borrower or any an ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer or controller of the such Borrower describing such ERISA Termination Event and the action, if any, which the such Borrower or any such ERISA Affiliate has taken, is taking or proposes to take take, with respect thereto, and and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; (bii) as soon as possible, and in any event within fifteen (15) Business Days days, after either a Borrower or, to the Borrower or any knowledge of such Borrower, an ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer or controller of the such Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretotransaction; (ciii) within fifteen ten (1510) Business Days days after the filing of the same thereof with the DOL, the IRS or the PBGC, copies of each annual report (form 5500 series)report, including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the either a Borrower or any an ERISA Affiliate with respect to such request; (fv) within fifteen ten (1510) Business Days days after the occurrence first to occur of an amendment of any material existing Benefit Plan which will result in an increase in the benefits under such Benefit Plan or a notification of any existing Plan or Multiemployer Plan such increase, or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the either a Borrower or any an ERISA Affiliate was not previously contributing, a copy of said amendment, notification of such increase, establishment or commencementBenefit Plan; (gvi) promptly upon, and in any event within fifteen ten (1510) Business Days after the days after, receipt by a Borrower or any an ERISA Affiliate receives of a notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hvii) promptly upon, and in any event within fifteen ten (1510) Business Days after the days after, receipt by either a Borrower or any an ERISA Affiliate of its Subsidiaries receives notice of any an unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each said determination letter, if such letterdisqualification would have a Material Adverse Effect on any Borrower or any Subsidiary; (iviii) promptly upon, and in any event within fifteen ten (1510) Business Days days after the receipt by a Borrower or any ERISA Affiliate receives of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies a copy of each such said notice;; and (jix) promptly upon, and in any event within fifteen (15) Business Days after the days after, any Borrower or any ERISA Affiliate fails to make a required installment under subsection (m) of Section 412 of the Code or any other payment required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after , if such failure could result in either the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor imposition of a Multiemployer Plan intends to terminate Lien under said Section 412 or otherwise have a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and Material Adverse Effect on any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorBorrower.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (a) promptly, and in any event within fifteen ten (1510) Business Days, after the receipt thereof, copies of all reports and notices which the Borrower, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (b) as soon as possible and in any event within ten (10) Business Days after the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that an ERISA Termination (i) any Reportable Event has occurredoccurred or is reasonably expected to occur with respect to any Employee Pension Plan, a written statement (ii) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the chief financial officer Treasury for a waiver or modification of the Borrower describing such minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (iii) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA Termination Event and to terminate any Employee Pension Plan, (iv) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by Borrower, any of its Subsidiaries or any ERISA Affiliate, (v) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (vi) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (vii) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the actionimposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, if any(viii) any Prohibited Transaction or other transaction, which event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (ix) the PBGC has contacted the Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower setting forth the details as to such event, transaction or condition and the action the Borrower has taken, is taking or proposes to take with respect thereto, thereto and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, and (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Planabove, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” with copies of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsornotices and applications.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which could result in material liability, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a40 1 (a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kviii) within fifteen ten (1510) Business Business- Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5SECTION 7.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to ------------- the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event, to the extent the Borrower obtains knowledge thereof: (a) within fifteen (15) Business Days after the Borrower Company, the Credit Party or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower Credit Party describing such ERISA Termination Event and the action, if any, which the Borrower Company, the Credit Party or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower Company or any ERISA Affiliate the Credit Party knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower Company or the Credit Party describing such transaction and the action which the Borrower Company or the Credit Party or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form IRS Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower Company, the Credit Party or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer PlanPlan (IRS Form 5500), copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all written communications received by the Borrower Company, the Credit Party or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower Company, the Credit Party or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower Company, the Credit Party or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower Credit Party or any of its Subsidiaries ERISA Affiliate receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower Company, the Credit Party or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower Company, the Credit Party or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower Company, the Credit Party or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and Company, the Credit Party or any ERISA Affiliate ----------- Affiliate, as applicable, shall be deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower Company, the Credit Party or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each PlanPlan subject to Title IV of ERISA; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan subject to Title IV of ERISA or Multiemployer Plan or the establishment of any new Plan subject to Title IV of ERISA or the commencement of contributions to any Plan subject to Title IV of ERISA or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which could result in material liability, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and; (kviii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; (ix) within ten (10) Business Days after request therefor by the Agent or any of the Lenders, notification copies of such terminationeach annual report (form 5500 series), intention including Schedule B thereto, filed with respect to terminateeach Benefit Plan; and (x) within ten (10) Business Days after request therefor by the Agent or any of the Lenders, copies of each actuarial report received by the Borrower or institution any member of proceedingsthe Controlled Group for any Benefit Plan or Multiemployer Plan and/or any annual report for any Multiemployer Plan. For purposes of this Section 8.5SECTION 7.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall will deliver or cause to be delivered to the Administrative Lenders Agent, at if and when (but in no case less than ten (10) days from the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any date of such event:) (ai) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows gives or has reason is required to know that an ERISA Termination give notice to the PBGC of any Reportable Event has occurredwith respect to any Pension Plan, a written statement copy of the chief financial officer notice of the Borrower describing such ERISA Termination Event and the action, if any, which Reportable Event; (ii) the Borrower or any ERISA Affiliate has taken, is taking or proposes becomes obligated to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason contribute to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate such entity was not previously contributingobligated to contribute on the First Closing Date, notification a letter of a financial officer describing such increase, establishment or commencement; event and estimating the future contingent withdrawal liability with respect thereto; (giii) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention complete or partial withdrawal liability with respect to terminate a Multiemployer Plan or to have receives notice that a trustee appointed to administer Multiemployer Plan may be or has been terminated, in Reorganization or Insolvency, or receives notice from the administrator of a Multiemployer Plan that indicates the existence of potential withdrawal liability under a Multiemployer Plan, copies a copy of each such notice; ; (hiv) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from the PBGC of an intent to terminate or appoint a trustee to administer any Pension Plan or Multiemployer Plan regarding the imposition Plan, a copy of withdrawal liability, copies of each such notice; ; (jv) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment timely contribution to a Pension Plan which may give rise or any other required payment under Section 412 of the Internal Revenue Code on has given rise to an accumulated funding deficiency or before the due date for such installment or paymenta lien, a notification letter of a financial officer describing such failureevent; and (kvi) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows adopts or has reason proposes to know (i) a Multiemployer Plan has been terminated, (ii) adopt an amendment which may require or requires the administrator or plan sponsor granting of a Multiemployer Plan intends to terminate security interest, a Multiemployer Plan, or letter of a financial officer describing such event; (iiivii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is fails to make a contribution required under the plan sponsorterms of an Employee Benefit Plan or Pension Plan or as required by law, which failure has a material adverse effect on such Employee Benefit Plan or Pension Plan, a letter of a financial officer describing such event; (ix) if any Pension Plan intending to qualify under section 401(a) or 401(k) of the Code fails to so qualify, a letter of a financial officer describing such event; (x) a transaction prohibited under section 4975 of the Code or section 406 of ERISA occurs resulting in liability to the Borrower or any entity which the Borrower has an obligation to indemnify, a letter of a financial officer describing such event. Upon the request of any Lender made from time to time, the Borrower will deliver a copy of the most recent actuarial report and annual report completed with respect to any Employee Benefit Plan or any other financial information the Borrower or any ERISA Affiliate has with respect to any Employee Benefit Plan.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s Company's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen twenty (1520) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know Company obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer a Financial Officer of the Borrower Company describing such ERISA Termination Event and the action, if any, which the Borrower Company have taken, are taking or propose to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within twenty (20) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which, in the Company's reasonable judgment, could reasonably be expected to subject the Company or any ERISA Affiliate of its Subsidiaries to liability in excess of $5,000,000, a written statement of a Financial Officer or designee of the Company describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen twenty (1520) Business Days after the Borrower filing of any funding waiver request with the IRS, a copy of such funding waiver request and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request within twenty (20) Business Days such communication is received; and (iii) within twenty (20) Business Days after the Company or any ERISA Affiliate member of the Controlled Group knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of a notice describing such termination, intention to terminate, or institution of proceedingsmatter. For purposes of this Section 8.57.1(D), the Borrower Company, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the Borrower Company or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower Borrower, TMC or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or TMC or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a material non-exempt prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred with respect to a Plan, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or TMC or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or TMC or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer PlanPlan (Form 5500), copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all written communications received by the Borrower or TMC or any ERISA Affiliate from the IRS with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or TMC or any ERISA Affiliate was not previously contributing, any of which is reasonably likely to result in a material increase in the liabilities of the Borrower, TMC or any ERISA Affiliate, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or TMC or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or TMC or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or TMC or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of material withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or TMC or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or TMC or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.57.6, the Borrower Borrower, TMC and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or TMC or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer an Authorized Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability individually or in the aggregate in excess of $15,000,000, a written statement of an Authorized Officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (as defined in Sections 406 of ERISA and or Section 4975 of the Internal Revenue Code) has occurred with respect to any Plan, or that the IRS or DOL or any other Governmental Authority is investigating, or otherwise reviewing whether any such prohibited transaction might have occurred, a statement of the chief financial officer an Authorized Officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of of, or obligation to commence, contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from or of any investigation or review by the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each such letter; (iv) within fifteen (15) Business Days after the establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, contributions to any foreign employee benefit plan to which the Borrower or any ERISA Affiliate receives Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) within fifteen (15) Business Days after request by the Administrative Agent or any Lender therefor, a copy of the most recent annual report (form 5500 series), including Schedule B thereto, as filed with the DOL, IRS or PBGC, a copy of such annual report; (vii) within fifteen (15) Business Days after request by the Administrative Agent or any Lender therefor, each actuarial report received by the Borrower or any member of the Controlled Group with respect to any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, a copy of such report; (viii) within ten (10) Business Days after the filing of any funding waiver request with the IRS, a copy of such funding waiver request and thereafter all communications received by the Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days such communication is received; (ix) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of any 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 such notice; (x) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies a copy of each such notice; (jxi) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required an installment or any other payment required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kxii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of a notice describing such termination, intention to terminate, or institution of proceedingsmatter. For purposes of this Section 8.57.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or any such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability, individually or in the aggregate, in excess of $3,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which could result individually or in the aggregate in liability in excess of $3,000,000, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue CodeCode which could result in liability individually or in the aggregate in excess of $3,000,000, copies of each such letter; (iiv) within fifteen (15) Business Days after a request by the Lender, copies of the most recent annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (v) within fifteen (15) Business Days after the later of (A) a request by the Lender or (B) receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (vi) within fifteen (15) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower, the Borrower's Subsidiaries, or a member of the Controlled Group with respect to such request; (vii) within fifteen (15) Business Days after receipt by the Borrower or any member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan which could result in liability individually or in the aggregate in excess of $3,000,000, copies of each such notice; (viii) within fifteen (15) Business Days after receipt by the Borrower, the Borrower's Subsidiaries, or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liabilityliability which could result in liability individually or in the aggregate in excess of $3,000,000, copies of each such notice; (jix) within fifteen ten (1510) Business Days after the Borrower Borrower, any of Borrower's Subsidiaries, or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment which could result in liability individually or in the aggregate in excess of $3,000,000, a notification of such failure; and (kx) within fifteen ten (1510) Business Days after the Borrower Borrower, the Borrower's Subsidiaries, or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, in each case where liability individually or institution of proceedings. in the aggregate could exceed $3,000,000 For purposes of this Section 8.57.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan (other than a Multiemployer Plan) of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer an Authorized Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability individually or in the aggregate in excess of $15,000,000, a written statement of an Authorized Officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (as defined in Sections 406 of ERISA and or Section 4975 of the Internal Revenue Code) has occurred with respect to any Plan, or that the IRS or DOL or any other Governmental Authority is investigating, or otherwise reviewing whether any such prohibited transaction might have occurred, a statement of the chief financial officer an Authorized Officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of of, or obligation to commence, contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from or of any investigation or review by the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each such letter; (iv) within fifteen (15) Business Days after the Borrower establishment of any foreign employee benefit plan or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plancommencement of, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA obligation to terminate a Multiemployer Plancommence, notification of such termination, intention contributions to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed foreign employee benefit plan to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.any

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen (15) Within 10 Business Days after the Borrower or any ERISA Affiliate knows or has reason to know know, that an ERISA Termination Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the actionand, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto;. (bii) within fifteen (15) Business Days after Upon request, or, in the Borrower or any ERISA Affiliate knows or has reason to know event that such filing reflects a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take significant change with respect thereto; (c) to the matters covered thereby, within fifteen (15) 3 Business Days after the filing of the same thereof with the DOLPBGC, IRS the DOL or PBGCthe IRS, as applicable, copies of the following: (A) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan; , (dB) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request; , and (fC) within fifteen (15) Business Days after a copy of each other filing or notice filed with the occurrence of any material increase in PBGC, the benefits of any existing Plan or Multiemployer Plan DOL or the establishment of any new IRS, with respect to each Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the by either Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement;Affiliate. (giii) Upon request, copies of each actuarial report for any Plan or Multi-Employer Plan and annual report for any Multi-Employer Plan; and within fifteen (15) 3 Business Days after the receipt thereof by Borrower or any ERISA Affiliate receives notice Affiliate, copies of the following: (A) any notices of the PBGC’s 's intention to terminate a Plan or to have a trustee appointed to administer a such Plan, copies of each such notice; ; (hB) within fifteen (15) Business Days after the Borrower any favorable or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; ; or (iC) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Multi-Employer Plan regarding the imposition of withdrawal liability, copies of each such notice;. (jiv) within fifteen (15) Within 3 Business Days after the occurrence thereof: (A) any changes in the benefits of any existing Plan which materially increase the annual costs of Borrower and its Subsidiaries with respect thereto or the establishment of any new Plan or the commencement of contributions to any Plan to which Borrower or any ERISA Affiliate fails was not previously contributing; or (B) any failure by Borrower or any ERISA Affiliate to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and. (kv) within fifteen (15) Within 3 Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that any of the following events has or will occur: (iA) a Multiemployer Multi-Employer Plan has been or will be terminated, ; (iiB) the administrator or plan sponsor of a Multiemployer Multi-Employer Plan intends to terminate a Multiemployer Multi-Employer Plan, ; or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Multi-Employer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.50

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentCo-Agents and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form IRS Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer PlanPlan (IRS Form 5500), copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all written communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries ERISA Affiliate receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within fifteen (15) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (hiv) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iv) within fifteen (15) Business Days after the establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, contributions to any foreign employee benefit plan to which the Borrower or any ERISA Affiliate receives Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) within fifteen (15) Business Days of request of any Lender, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (vii) within fifteen (15) Business Days of request of any Lender, each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (viii) within fifteen (15) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (ix) within fifteen (15) Business Days after receipt by the Borrower or any member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (x) within fifteen (15) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jxi) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kxii) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower Borrowers shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s Borrowers' expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen ten (1510) Business Days after the any Borrower or any ERISA Affiliate knows or has reason to reasonably should know that an ERISA a Termination Event has occurred, a written statement of the chief financial appropriate officer of the any Borrower describing such ERISA Termination Event and the action, if any, which the any Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the any Borrower or any ERISA Affiliate knows or has reason to reasonably should know that a non-exempt prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) involving any Borrower has occurred, other than with respect to a Multiemployer Plan, a statement of the chief financial appropriate officer of the any Borrower describing such transaction and the action which the any Borrower or any ERISA Affiliate has taken, is taking taking, or proposes to take with respect thereto; (ciii) within fifteen thirty (1530) Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen thirty (1530) Business Days after receipt by the any Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (ev) within fifteen five (155) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the any Borrower or any ERISA Affiliate with respect to such request; (fvi) within fifteen five (155) Business Days after the occurrence thereof, notification of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the any Borrower or any ERISA Affiliate was not previously contributing, notification of unless such increaseincreased or new benefits could not, establishment individually or commencementin the aggregate, result in a liability more than $1,000,000; (gvii) within fifteen five (155) Business Days after the receipt by any Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hviii) within fifteen five (155) Business Days after the receipt by any Borrower or any of its Subsidiaries receives notice ERISA Affiliate of any unfavorable determination letter from the IRS IRS, or a letter threatening such a determination, regarding the qualification of a Plan other than a Multiemployer Plan under Section 401(a401 (a) of the Internal Revenue Code, copies of each such letter; (iix) within fifteen five (155) Business Days after the receipt by any Borrower or any ERISA Affiliate receives of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jx) within fifteen five (155) Business Days after the any Borrower or any ERISA Affiliate fails falls to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and; (kxi) within fifteen five (155) Business Days after the any Borrower or any ERISA Affiliate knows or has reason to know (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan; and (xii) within five (5) Business Days after receipt by any Borrower of a written notice from the Administrative Agent, notification copies of any Foreign Employee Benefit Plan and related documents, reports and correspondence in the Borrowers' possession as reasonably requested by the Lenders in such termination, intention to terminate, or institution of proceedingsnotice. For purposes of this Section 8.57.06, the any Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the any Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentPayment and Disbursement Agent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections Sec tions 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate to which the Borrower or any ERISA Affiliate was not previously contributingcontrib uting, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required re quired payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (a) promptly, and in any event within fifteen ten (1510) Business Days, after the receipt thereof, copies of all reports and notices which the Borrower, any of its Subsidiaries or any ERISA Affiliate receives from the PBGC, the IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (b) as soon as possible and in any event within ten (10) Business Days after the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that an ERISA Termination (i) any Reportable Event has occurredoccurred or is reasonably expected to occur with respect to any Employee Pension Plan, a written statement (ii) there has been an unpaid “minimum required contribution” as defined in Section 430 of the chief financial officer Code and Section 303 of ERISA or an application has been made to the Secretary of the Borrower describing such Treasury for a waiver or modification of the Minimum Funding Standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (iii) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA Termination Event to terminate any Employee Pension Plan, (iv) any Employee Pension Plan is or is reasonably expected to be in at-risk status under Section 430 of the Code, (v) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by Borrower, any of its Subsidiaries or any ERISA Affiliate, (vi) any Multiemployer Plan is or is reasonably expected to be in Reorganization, in endangered or critical status as defined in Section 432 of the Code and Section 305 of ERISA, terminated, partitioned or declared insolvent, (vii) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (viii) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the actionimposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, if any(ix) any Prohibited Transaction or other transaction, which event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in the Borrower Borrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, (x) the PBGC has contacted the Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, or (xi) the Employee Matters Agreement, entered into by Vishay Intertechnology, Inc. and the Borrower, and particularly Section 3.3 thereof dealing with the Vishay Retirement Plan, is amended by the parties thereto, a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower setting forth the details as to such event, transaction or condition and the action the Borrower has taken, is taking or proposes to take with respect thereto, thereto and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, and (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Planabove, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” with copies of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsornotices and applications.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent (for further distribution to the Lenders), at the Borrower’s expense, the following information and notices as soon as reasonably possible, possible and in any event: event within ten (a) within fifteen (1510) Business Days after Borrower, any of the Borrower other Loan Parties or any of their respective ERISA Affiliate Affiliates knows or has reason to know that (i) any Reportable Event for which notice thereof has not been waived has occurred or is reasonably expected to occur with respect to any Employee Pension Plan, (ii) there has been an unpaid “minimum required contribution” as defined in Section 430 of the Code and Section 303 of ERISA Termination Event or an application has occurredbeen made to the Secretary of the Treasury for a waiver or modification of the Minimum Funding Standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (iii) proceedings have been or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (iv) any Employee Pension Plan is or is reasonably expected to be in at-risk status under Section 430 of the Code, (v) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by Borrower, any of its Subsidiaries or any ERISA Affiliate, (vi) any Multiemployer Plan is or is reasonably expected to be in Reorganization, in endangered or critical status as defined in Section 432 of the Code and Section 305 of ERISA, terminated, partitioned or declared insolvent, (vii) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (viii) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (ix) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in the Borrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (x) the PBGC has contacted the Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a written statement certificate of the chief executive officer or chief financial officer of the Borrower describing setting forth the details as to such ERISA Termination Event event, transaction or condition and the action, if any, which action the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, thereto and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, and (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Planabove, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” with copies of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsornotices and applications.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible(A) Promptly, and in any event: (a) event within fifteen (15) ten Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower a Responsible Officer describing such ERISA Termination Event and the action, if any, which the any action that is being taken with respect thereto by any Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretoAffiliate, and when known, any action taken or threatened by the IRSInternal Revenue Service, DOL the Department of Labor or the PBGC with respect thereto; (bB) promptly, and in any event within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) three Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRSInternal Revenue Service, a copy of each funding waiver request filed with respect to any Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by the any Borrower or any ERISA Affiliate with respect to such request; (fC) promptly, and in any event within fifteen (15) three Business Days after the occurrence of receipt by any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, copies a copy of each such notice; (hD) promptly, and in any event within fifteen (15) three Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (I) any Prohibited Transaction which could subject any Borrower or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (II) any cessation of its Subsidiaries receives notice operations (by any Borrower or ERISA Affiliate) at a facility in the circumstances described in Section 4062(e) of ERISA, (III) a failure by any unfavorable determination letter from the IRS regarding the qualification Borrower or ERISA Affiliate to make a payment to a Plan required to avoid imposition of a Plan Lien under Section 401(a302(f) of ERISA or Section 412(n) of the Internal Revenue Code, (IV) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, copies or (V) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of each such letterchange is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (iE) promptly upon the request of the Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan -80- 81 administered or maintained by any Borrower or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Borrower or ERISA Affiliate in which any of its personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by any Borrower or ERISA Affiliate with the Internal Revenue Service with respect to each such Plan; (F) promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (G) promptly, and in any event within fifteen (15) three Business Days after the receipt thereof by any Borrower or any ERISA Affiliate receives Affiliate, notice from and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such noticePlan; (jH) promptly, and in any event within fifteen (15) three Business Days after the receipt thereof by any Borrower or ERISA Affiliate, notice by the Department of Labor of any ERISA Affiliate fails to make a required installment penalty or any other required payment under Section 412 purported violation of ERISA with respect to a Plan; (I) promptly, and in any event within three Business Days after receipt thereof by any Borrower or ERISA Affiliate, notice by the Internal Revenue Code on Service or before the due date for such installment Treasury Department of any income tax deficiency or paymentdelinquency, excise tax penalty, audit or investigation with respect to a notification of such failurePlan; and (kJ) promptly, and in any event within fifteen (15) three Business Days after the receipt thereof by any Borrower or ERISA Affiliate, notice of any ERISA Affiliate knows administrative or has reason to know (i) a Multiemployer Plan has been terminatedjudicial complaint, (ii) or the administrator or plan sponsor entry of a Multiemployer judgment, award or settlement agreement, in either case with respect to a Plan intends that could reasonably be expected to terminate have a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorMaterial Adverse Effect.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (ai) within fifteen ten (1510) Business Days after the Parent, the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Parent, the Borrower or any ERISA Affiliate of their respective Subsidiaries knows or has reason to know that an assessment of a prohibited transaction (defined in Sections 406 of ERISA and excise tax under Section 4975 of the Internal Revenue Code) Code in an amount in excess of $50,000 has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Parent, the Borrower or any ERISA Affiliate member of the Controlled Group has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Parent, the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increaseestablishment, establishment commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a PlanParent, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its their respective Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter;; and (iv) within fifteen ten (1510) Business Days after the Borrower establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, contributions to any ERISA Affiliate receives notice from a Multiemployer Plan regarding foreign employee benefit plan to which the imposition Parent, the Borrower, any of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower their respective Subsidiaries or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 members of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer PlanControlled Group was not previously contributing, notification of such terminationestablishment, intention commencement or obligation to terminate, or institution commence and the amount of proceedingssuch contributions. For purposes of this Section 8.5SECTION 6.1(E), the Parent, the Borrower and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Single Employer Plan of which the Parent, the Borrower or any ERISA Affiliate member of the Controlled Group is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $2,500,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which could result in material liability, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kviii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5SECTION 7.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered delivered, within the time limits set forth below, to the Administrative AgentAgents and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred with respect to any Plan, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen ten (1510) Business Days or such longer period as may be reasonably agreed to by either Administrative Agent after the filing of the same with the DOL, IRS Borrower or PBGCERISA Affiliate receives written notice from such Administrative Agent requesting same, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate request of either Administrative Agent, copies of each actuarial report for any Benefit Plan if received by the Borrower or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen ten (1510) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen ten (1510) Business Days after the request of either Administrative Agent regarding the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (ih) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (1510) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and; (ki) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (iA) a Multiemployer Plan has been terminated, (iiB) the administrator or plan sponsor of a Multiemployer Plan intends has provided the Borrower or any ERISA Affiliate with notice of an intention to terminate a Multiemployer Plan, or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an assessment of a prohibited transaction (defined in Sections 406 of ERISA and excise tax under Section 4975 of the Internal Revenue Code) Code has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen three (153) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen three (153) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen three (153) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen three (153) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Benefit Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen three (153) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen three (153) Business Days after the Borrower or any of its Subsidiaries Guarantor receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such notice and letter; (i) within fifteen three (153) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal with drawal liability, copies of each such notice; (j) within fifteen three (153) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen three (153) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (iA) a 100 Multiemployer Plan has been terminated, (iiB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiiC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5SECTION 8.07, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentLender, ------------- at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen ten (1510) Business Days business days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) business days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate member of the Controlled Group to liability individually or in the aggregate in excess of $250,000, a written statement of the chief financial officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days business days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days business days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days business days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) business days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) business days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Multi-employer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days business days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kviii) within fifteen ten (1510) Business Days business days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Multi-employer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Multi-employer Plan intends to terminate a Multiemployer Multi-employer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Multi-employer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.55.1(D), the Borrower Borrower, any of its Subsidiaries and -------------- any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as (i) As soon as reasonably possible, and in any event: event within ten (a10) within fifteen (15) Business Days days after either the Borrower or any an ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer Chief Financial Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any such ERISA Affiliate has taken, is taking or proposes to take take, with respect thereto, and and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; (bii) as soon as possible, and in any event within fifteen ten (1510) Business Days days, after either the Borrower or any an ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) that would result in a material liability to the Borrower or an ERISA Affiliate has occurred, a statement of the chief financial officer Chief Financial Officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretotransaction; (ciii) within fifteen ten (1510) Business Days days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by either the Borrower or any an ERISA Affiliate with respect to such request; (fiv) promptly upon, and in any event within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which days after, receipt by either the Borrower or any an ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives a notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hv) promptly upon, and in any event within fifteen ten (1510) Business Days after days after, receipt by either the Borrower or any an ERISA Affiliate of its Subsidiaries receives notice of any an unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each said determination letter, if such letter; (i) within fifteen (15) Business Days after disqualification would result in a material liability to the Borrower or any ERISA Affiliate receives of its Subsidiaries; (vi) promptly upon, and in any event within ten (10) days after receipt by the Borrower of a notice from a Multiemployer Plan regarding the imposition of material withdrawal liability, copies a copy of each such said notice;; and (jvii) promptly upon, and in any event within fifteen ten (1510) Business Days after days after, the Borrower or any ERISA Affiliate of its Subsidiaries fails to make a required installment under subsection (m) of Section 412 of the Code or any other payment required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after , if such failure could result in either the imposition of a Lien under said Section 412 or otherwise have a Material Adverse Effect on the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorits Subsidiaries.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s Borrowers' expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the either Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the such Borrower describing such ERISA Termination Event and the action, if any, which such Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred, a written statement of the chief financial officers of the Borrowers describing such Termination Event and the action, if any, which the Borrower or any ERISA Affiliate member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the either Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer officers of the Borrower Borrowers describing such transaction and the action which the Borrower Borrowers or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the material increase in the benefits of any existing Benefit Plan or the establishment of any new Benefit Plan or the commencement of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Borrowers or any member of the Controlled Group was not previously contributing, notification of such increase, establishment, commencement or obligation to commence and the amount of such contribution; (iv) within ten (10) Business Days after either Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code, copies of each such letter; (v) within ten (10) Business Days after the establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, contributions to any foreign employee benefit plan to which the Borrowers or any Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) upon the request of the Agent, within ten (10) Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (dvii) upon the request of the Agent, within fifteen ten (1510) Business Days after receipt by the either Borrower or any ERISA Affiliate member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (eviii) within fifteen ten (1510) Business Days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the either Borrower or any ERISA Affiliate a member of the Controlled Group with respect to such request; (fix) within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the receipt by either Borrower or any ERISA Affiliate was not previously contributing, notification member of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice Controlled Group of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hx) within fifteen ten (1510) Business Days after the receipt by either Borrower or any member of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification Controlled Group of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jxi) within fifteen ten (1510) Business Days after the either Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kxii) within fifteen ten (1510) Business Days after the either Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For the purposes of this Section 8.57.1(D), the Borrower Borrowers, any of their respective Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower Borrowers, such Subsidiary or any ERISA Affiliate member of the Controlled Group is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability in excess of $1,000,000, a written statement of the chief financial -53- 62 officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a non- exempt prohibited transaction (as defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iiv) within fifteen ten (1510) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (v) within ten (10) Business Days after receipt by the Borrower or any ERISA Affiliate receives member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (vi) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jvii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kviii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgents, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurredoccurred which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, a written statement of the chief financial officer Director of Finance or Vice President of Finance of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower or any ERISA Affiliate of its Subsidiaries to liability, individually or in the aggregate, in excess of $5,000,000, a written statement of the Director of Finance or Vice President of Finance of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, a statement of the chief financial officer Director of Finance or Vice President of Finance of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material an increase in the benefits of any existing Benefit Plan or Multiemployer any Plan that provides welfare benefits to former employees (other than pursuant to Part 6 of Title I of ERISA) which could reasonably be expected to subject the Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $5,000,000, or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iv) within fifteen ten (1510) Business Days after the establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, 70 contributions to any foreign employee benefit plan to which the Borrower or any ERISA Affiliate receives Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) within ten (10) Business Days following the request therefor by any Agent or any Lender, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (vii) within ten (10) Business Days following the request therefor by any Agent or any Lender of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (viii) 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 all communications received by the Borrower or a member of the Controlled Group with respect to such request; (ix) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan pursuant to an involuntary termination or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (x) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jxi) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kxii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.57.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The together with each delivery of financial statements of Borrower shall deliver or cause pursuant to be delivered to the Administrative Agentsubdivision (ii) above, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event: copies of (a) within fifteen each Schedule B (15Actuarial Information) Business Days after to the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form Form 5500 series), including Schedule B thereto, Series) filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of ERISA Affiliates with the Internal Revenue Code, copies Service with respect to each Pension Plan since the last such delivery of each such letter; financial statements; (ib) within fifteen (15) Business Days after the all notices received by Borrower or any of its ERISA Affiliate receives notice Affiliates from a Multiemployer Plan regarding sponsor concerning an ERISA Event since the imposition last such delivery of withdrawal liabilityfinancial statements; and (c) such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request; (xiii) Financial Plans: concurrent with delivery thereof pursuant to Section 5.2 (or any successor provision) of the Joint Venture Agreement, and in any event no later than 90 days after the end of each Fiscal Year, a copy of the "Annual Business Plan" (as such term is defined in Section 5.2 (or any successor provision) of the Joint Venture Agreement) as approved by the Executive Committee pursuant to such Section 5.2; (xiv) Insurance: as soon as practicable and in any event no later than 90 days after the end of each Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Borrower and its Subsidiaries and all material insurance coverage planned to be maintained by Borrower and its Subsidiaries in the immediately succeeding Fiscal Year to the extent not included in the information delivered pursuant to Section 6.1(xiii); (xv) Environmental Audits and Reports: promptly upon receipt thereof, but in no case later than concurrently with each delivery of financial statements of Borrower pursuant to subdivisions (ii) and (iii) above, copies of each such notice; (j) within fifteen (15) Business Days after the all environ- mental audits and reports, whether prepared by personnel of Borrower or its Subsidiaries or by independent consultants, with respect to significant environmental matters at any ERISA Affiliate fails to make Facility, that could result in a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failureMaterial Adverse Effect; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.xvi)

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices (i) as soon as reasonably possible, possible and in any event: (a) event within fifteen (15) Business Days 10 days after the Borrower any Credit Party or any ERISA Affiliate thereof knows or has reason to know that (A) any ERISA Event with respect to any Plan has occurred or (B) an ERISA Termination Event accumulated funding deficiency has occurredbeen incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to a Plan, a written statement of the chief financial a senior officer of the Borrower describing Representative setting forth the details of such ERISA Termination Event occurrence and the action, if any, which the Borrower such Credit Party or any such ERISA Affiliate has taken, is taking or proposes to take with respect thereto, (ii) promptly and when known, in any action taken or threatened event within three days after receipt thereof by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower any Credit Party or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of thereof from the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt notice received by the Borrower any Credit Party or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice thereof of the PBGC’s 's intention to terminate a any Plan or to have a trustee appointed to administer a any Plan, (iii) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by the Agent, copies of each such notice; Schedule B (hActuarial Information) to the annual report (Form 5500 Series) with respect to each Plan and Multiemployer Plan, (iv) promptly and in any event within fifteen (15) Business Days 10 days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower Credit Party or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower thereof knows or any ERISA Affiliate fails has reason to make know that a required installment or any other required payment under within the meaning of Section 412 of the Internal Revenue Code on or before the has not been made when due date for such installment or paymentwith respect to a Plan, a notification of such failure; and (kv) promptly and in any event within fifteen (15) Business Days 3 days after the Borrower receipt thereof by any Credit Party or any ERISA Affiliate knows or has reason to know (i) thereof from a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate or from the PBGC, a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 copy of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and each notice received by any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower Credit Party or any ERISA Affiliate is thereof concerning the plan sponsorimposition 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 (vi) promptly and in any event within 10 days after any Credit Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Credit Party or such ERISA Affiliate thereof.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurredoccurred which, when aggregated with any previous Termination Events during the twelve months prior to such Termination Event, could reasonably be expected to subject the Borrower to liability in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event Event(s) and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within fifteen (15) Business Days after any officer of any member of the Controlled Group obtains knowledge that a Termination Event has occurred which, when aggregated with any previous Termination Events during the twelve months prior to such Termination Event, could reasonably be expected to subject the Borrower to liability in excess of $1,000,000, a written statement of the chief financial officer of the Borrower describing such Termination Event(s) and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen (15) Business Days after any officer of the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred which, when aggregated with any previous prohibited transactions during the twelve months prior to such prohibited transaction, could reasonably be expected to subject the Borrower to liability in excess of $1,000,000, a statement of the chief financial officer of the Borrower describing such transaction transaction(s) and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributingcontributing where the aggregate annual contributions to such Plan(s) resulting therefrom are or could reasonably be expected to exceed $1,000,000, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (hiv) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iv) within fifteen (15) Business Days after the establishment of any Foreign Employee Benefit Plan or the commencement of, or obligation to commence, contributions to any Foreign Employee Benefit Plan to which the Borrower or any Subsidiary was not previously contributing, where the aggregate annual contribution by the Borrower or any Subsidiary to such Plan are or could reasonably be expected to exceed $1,000,000, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) within fifteen (15) Business Days after the filing thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (vii) within fifteen (15) Business Days after receipt by the Borrower or any member of the Controlled Group of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (viii) within fifteen (15) Business Days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the Borrower or a member of the Controlled Group with respect to such request; (ix) within fifteen (15) Business Days after receipt by the Borrower or any member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (x) within fifteen (15) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability which, when aggregated with any previous withdrawal liability with respect to which any such Person has received a notice during the twelve months prior to such notice, could reasonably be expected to subject the Borrower to liability in excess of $1,000,000, copies of each such notice; (xi) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding member of the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment and the aggregate of such unpaid installments or other required payments exceeds $1,000,000, a notification of such failure; and (kxii) within fifteen (15) Business Days after any officer of the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification if any such termination or proceedings, individually or in the aggregate, could reasonably be expected to subject the Borrower to liability in excess of such termination, intention to terminate, or institution of proceedings$1,000,000. For purposes of this Section 8.57.1(E), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Plan Administrator (as defined in Section 3(16)(A) of ERISA) of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and -------------- the Lenders, at the Borrower’s Company's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know Company obtains Knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower Company describing such ERISA Termination Event and the action, if any, which the Borrower Company has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains Knowledge that a Termination Event has occurred which could reasonably be expected to subject the Company to or any ERISA Affiliate of its Subsidiaries liability individually or in the aggregate in excess of $2,500,000, a written statement of the chief financial officer of the Company describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains Knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower Company describing such transaction and the action which the Borrower Company or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of of, or obligation to commence, contributions to any Benefit Plan or Multiemployer Plan to which the Borrower Company or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower Company or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (iv) within fifteen thirty (1530) Business Days after the Borrower establishment of any Foreign Employee Benefit Plan or the commencement of, or obligation to commence, contributions to any Foreign Employee Benefit Plan to which the Company or any ERISA Affiliate receives Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) 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 all communications received by the Company or a member of the Controlled Group with respect to such request; (vii) within ten (10) Business Days after receipt by the Company or any member of the Controlled Group of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (viii) within ten (10) Business Days after receipt by the Company or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (jix) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kx) within fifteen ten (1510) Business Days after the Borrower Company or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.56.1(E), the Borrower Company, any of its Subsidiaries and -------------- any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” Administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower Borrowers shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s Borrowers’ expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower Borrowers describing such ERISA Termination Event and the action, if any, which the Borrower Borrowers or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower Borrowers or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower Borrowers or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower Borrowers or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower Borrowers or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower Borrowers or any of its their Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower Borrowers or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower Borrowers and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which either of the Borrower Borrowers or any ERISA Affiliate is the plan sponsor.

ERISA Notices. The Borrower Borrowers shall deliver or cause to be delivered to the Administrative Agent, at Agent and the Borrower’s expense, the following information and notices as Lenders: (i) As soon as reasonably possible, and in any event: event within twenty (a20) within fifteen (15) Business Days days after the either a Borrower or any an ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer or controller of the such Borrower describing such ERISA Termination Event and the action, if any, which the such Borrower or any such ERISA Affiliate has taken, is taking or proposes to take take, with respect thereto, and and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; (bii) as soon as possible, and in any event within fifteen (15) Business Days days, after either a Borrower or, to the Borrower or any knowledge of such Borrower, an ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer or controller of the such Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretotransaction; (ciii) within fifteen ten (1510) Business Days days after the filing of the same thereof with the DOL, the IRS or the PBGC, copies of each annual report (form 5500 series)report, including Schedule B thereto, filed with respect to each Benefit Plan; (div) within fifteen ten (1510) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days days after the filing of the same thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by the either a Borrower or any an ERISA Affiliate with respect to such request; (fv) within fifteen ten (1510) Business Days days after the occurrence first to occur of an amendment of any material existing Benefit Plan which will result in an increase in the benefits under such Benefit Plan or a notification of any existing Plan or Multiemployer Plan such increase, or the establishment of any new Benefit Plan or the commencement of contributions to any Plan or Multiemployer Benefit Plan to which the either a Borrower or any an ERISA Affiliate was not previously contributing, a copy of said amendment, notification of such increase, establishment or commencementBenefit Plan; (gvi) promptly upon, and in any event within fifteen ten (1510) Business Days after the days after, receipt by a Borrower or any an ERISA Affiliate receives of a notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (hvii) promptly upon, and in any event within fifteen ten (1510) Business Days after the days after, receipt by either a Borrower or any an ERISA Affiliate of its Subsidiaries receives notice of any an unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each said determination letter, if such letterdisqualification would have a Material Adverse Effect on any Borrower or any Subsidiary; (iviii) promptly upon, and in any event within fifteen ten (1510) Business Days days after the receipt by a Borrower or any ERISA Affiliate receives of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies a copy of each such said notice;; and (jix) promptly upon, and in any event within fifteen (15) Business Days after the days after, any Borrower or any ERISA Affiliate fails to make a required installment under subsection (m) of Section 412 of the Code or any other payment required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after , if such failure could result in either the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor imposition of a Multiemployer Plan intends to terminate Lien under said Section 412 or otherwise have a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and Material Adverse Effect on any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorBorrower.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative Agent, at the Borrower’s Company's expense, the following information and notices as soon as reasonably possible, possible and in any event: (ai) within fifteen ten (1510) Business Days after any Authorized Officer of the Borrower or any ERISA Affiliate Company knows or has reason to know should have known that an ERISA a Termination Event has occurredoccurred which, individually or in the aggregate, could reasonably be expected to subject the Company or any of its Significant Subsidiaries to liability in excess of $15,000,000, a written statement of the chief financial officer or treasurer of the Borrower Company describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after an Authorized Officer of the Borrower or any ERISA Affiliate Company knows or has reason to know that a prohibited transaction (defined in Sections 406 should have known of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same funding waiver request with the IRS, a copy of each such funding waiver request filed with respect to any Plan and thereafter all communications received by the Borrower Company or any ERISA Affiliate a member of the Controlled Group with respect to such requestrequest within ten (10) Business Days such communication is received; (fiii) within fifteen ten (1510) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice an Authorized Officer of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate Company knows or has reason to know should have known that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of a notice describing such terminationmatter, intention in each case, if such termination could reasonably be expected, individually or in the aggregate, to terminate, or institution of proceedings. For purposes of this Section 8.5, subject the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower Company or any ERISA Affiliate is of its Significant Subsidiaries to liability in excess of $15,000,000; and (iv) within ten (10) Business Days after any Authorized Officer of the plan sponsorCompany knows or should have known that the Company or any member of the Controlled Group has failed to make a required installment or any other required payment to a Benefit Plan which could result in the imposition of a lien in excess of $15,000,000 under Section 412(n) of the Code, a notice thereof.

ERISA Notices. The Borrower shall deliver Deliver or cause to be delivered to the Administrative AgentAgent and the Lenders, at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (a) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know obtains knowledge that an ERISA a Termination Event has occurred, a written statement of the chief financial officer Chief Financial Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower has taken, is taking or proposes to take with respect thereto, and when known, any ERISA Affiliate action taken or threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Borrower to liability individually or in the aggregate in excess of $5,000,000, a written statement of the Chief Financial Officer of the Borrower describing such Termination Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (bii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know of its Subsidiaries obtains knowledge that a prohibited transaction (as defined in Sections 406 of ERISA and or Section 4975 of the Internal Revenue Code) has occurred with respect to any Plan, or that the IRS or DOL or any other Governmental Authority is investigating, or otherwise reviewing whether any such prohibited transaction might have occurred, a statement of the chief financial officer Chief Financial Officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate such Subsidiary has taken, is taking or proposes to take with respect thereto; (ciii) within fifteen ten (1510) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of of, or obligation to commence, contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate member of the Controlled Group was not previously contributing, notification of such increase, establishment establishment, commencement or commencementobligation to commence and the amount of such contributions; (giv) within fifteen ten (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice; (h) within fifteen (1510) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from or of any investigation or review by the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies a copy of each such letter; (iv) within fifteen ten (1510) Business Days after the establishment of any foreign employee benefit plan or the commencement of, or obligation to commence, contributions to any foreign employee benefit plan to which the Borrower or any ERISA Affiliate receives Subsidiary was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (vi) within ten (10) Business Days after request by the Agent or any Lender therefor, a copy of the most recent annual report (from 5500 series), including Schedule B thereto, as filed with the DOL, IRS or PBGC, a copy of such annual report; (vii) within ten (10) Business Days after request by the Agent or any Lender therefor, each actuarial report received by the Borrower or any member of the Controlled Group with respect to any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, a copy of such report; (viii) within ten (10) Business Days after the filing of any funding waiver request with the IRS, a copy of such funding waiver request and thereafter all communications received by the Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days such communication is received; (ix) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of any 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 such notice; (x) within ten (10) Business Days after receipt by the Borrower or any member of the Controlled Group of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies a copy of each such notice; (jxi) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group fails to make a required an installment or any other payment required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and (kxii) within fifteen ten (1510) Business Days after the Borrower or any ERISA Affiliate member of the Controlled Group knows or has reason to know that (ia) a Multiemployer Plan has been terminated, (iib) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iiic) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of a notice describing such termination, intention to terminate, or institution of proceedingsmatter. For purposes of this Section 8.5SECTION 7.1(D), the Borrower Borrower, any of its Subsidiaries and any ERISA Affiliate member of the Controlled Group shall be deemed to know all facts known by the “Administrator” administrator of any Plan of which the Borrower or any ERISA Affiliate member of the Controlled Group or any such Subsidiary is the plan sponsor.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible(A) Promptly, and in any event: (a) event within fifteen (15) ten Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer of the Borrower a Responsible Officer describing such ERISA Termination Event and the action, if any, which the any action that is being taken with respect thereto by any Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect theretoAffiliate, and when known, any action taken or threatened by the IRSInternal Revenue Service, DOL the Department of Labor or the PBGC with respect thereto; (bB) promptly, and in any event within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) three Business Days after the filing of the same thereof with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRSInternal Revenue Service, a copy of each funding waiver request filed with respect to any Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by the any Borrower or any ERISA Affiliate with respect to such request; (fC) promptly, and in any event within fifteen (15) three Business Days after the occurrence of receipt by any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, copies a copy of each such notice; (hD) promptly, and in any event within fifteen (15) three Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (I) any Prohibited Transaction which could subject any Borrower or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (II) any cessation of its Subsidiaries receives notice operations (by any Borrower or ERISA Affiliate) at a facility in the circumstances described in Section 4062(e) of ERISA, (III) a failure by any unfavorable determination letter from the IRS regarding the qualification Borrower or ERISA Affiliate to make a payment to a Plan required to avoid imposition of a Plan Lien under Section 401(a302(f) of ERISA or Section 412(n) of the Internal Revenue Code, (IV) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, copies or (V) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of each such letterchange is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (iE) promptly upon the request of the Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by any Borrower or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Borrower or ERISA Affiliate in which any of its personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by any Borrower or ERISA Affiliate with the Internal Revenue Service with respect to each such Plan; (F) promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (G) promptly, and in any event within fifteen (15) three Business Days after the receipt thereof by any Borrower or any ERISA Affiliate receives Affiliate, notice from and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such noticePlan; (jH) promptly, and in any event within fifteen (15) three Business Days after the receipt thereof by any Borrower or ERISA Affiliate, notice by the Department of Labor of any ERISA Affiliate fails to make a required installment penalty or any other required payment under Section 412 purported violation of ERISA with respect to a Plan; (I) promptly, and in any event within three Business Days after receipt thereof by any Borrower or ERISA Affiliate, notice by the Internal Revenue Code on Service or before the due date for such installment Treasury Department of any income tax deficiency or paymentdelinquency, excise tax penalty, audit or investigation with respect to a notification of such failurePlan; and (kJ) promptly, and in any event within fifteen (15) three Business Days after the receipt thereof by any Borrower or ERISA Affiliate, notice of any ERISA Affiliate knows administrative or has reason to know (i) a Multiemployer Plan has been terminatedjudicial complaint, (ii) or the administrator or plan sponsor entry of a Multiemployer judgment, award or settlement agreement, in either case with respect to a Plan intends that could reasonably be expected to terminate have a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.5, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsorMaterial Adverse Effect.

ERISA Notices. The Borrower shall deliver or cause to be delivered to the Administrative AgentAgent (with copies for each of the Lenders), at the Borrower’s 's expense, the following information and notices as soon as reasonably possible, and in any event:: 1. (a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA a Termination Event has occurred, a written statement of the chief financial officer an Authorized Financial Officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurredoccurred with respect to the Borrower, any ERISA Affiliate or any Plan, a statement of the chief financial officer an Authorized Financial Officer of the Borrower describing such transaction with respect to the Borrower any ERISA Affiliate or any Plan and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form Form 5500 series), including Schedule B thereto, filed with respect to each Benefit Plan; (d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Benefit Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all written communications received by the Borrower or any ERISA Affiliate with respect to such request; (f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Benefit Plan or Multiemployer Plan or the establishment of any new Benefit Plan or the commencement of contributions to any Benefit Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase, establishment or commencement; (g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s 's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letterletter to the extent any of the foregoing would have a Material Adverse Effect; (i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice; (j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or paymentpayment which failure has not been cured, a notification of such failure; and (k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or has given written notice that it will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings. For purposes of this Section 8.58.6, the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “"Administrator” " of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.