Common use of ERISA Notices Clause in Contracts

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries Borrower to liability individually or in the aggregate in excess of $5,000,00025,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer of the Company 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; (ii) 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and (iii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (aA) a Multiemployer Plan has been terminated, (bB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (cC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.01(c), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries Borrower to liability individually or in the aggregate in excess of $5,000,00025,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer of the Company 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; (ii) 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and (iii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.1(C), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and for distribution to the Lenders, at the Company’s Borrower's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any member of its Subsidiaries the Controlled Group to liability individually or in the aggregate in excess of $5,000,0002,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) ; 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days such communication is received; and (iii) and within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver The Company covenants that it shall deliver to each Significant Holder, promptly upon the Company or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in its Subsidiaries or any eventof their respective ERISA Affiliates: (i) giving or being required to give notice to the PBGC of any "reportable event" (aas defined in section 4043 of ERISA) within ten (10) Business Days after with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA by the Company obtains knowledge PBGC, or becoming aware that a Termination Event any plan administrator of any Plan has occurredgiven or is required to give notice of any such "reportable event", a written statement copy of the notice of such reportable event given or which should have been given to the PBGC; (ii) receiving notice of the Company's or an ERISA Affiliate's complete or partial withdrawal from a Multiemployer Plan under Title IV of ERISA, or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receiving notice from the PBGC under Title IV of ERISA of its intent to terminate, impose liability (other than for premiums under section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applying for a waiver of the minimum funding standard under section 412 of the Code, a copy of such application; (v) giving notice to the PBGC of intent to terminate any Plan under section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) giving notice to the PBGC of withdrawal from any Plan pursuant to section 4063 of ERISA, a copy of such notice; or (vii) failing to make any required payment or required contribution to any Plan or Multiemployer Plan or making any amendment to any Plan which has resulted in the posting of a Financial Officer bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company describing setting forth details as to such Termination Event occurrence and the action, if any, which the Company has taken, is taking or proposes required 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 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsortake.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: : (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries Borrower to liability individually or in the aggregate in excess of $5,000,00050,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer of the Company 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; ; (ii) 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and and (iii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (aA) a Multiemployer Plan has been terminated, (bB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (cC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.01(c), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 or a lawsuit involving a Plan or Multiemployer Plan has been filed, in each case which could reasonably be expected to subject the Company or any of its Subsidiaries to liability in excess of $5,000,000, a written statement of a Financial Officer the chief financial officer, treasurer 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; (ii) within ten (10) Business Days after the filing Company or any of its Subsidiaries obtains knowledge that a material prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Code) has occurred, a statement of the chief financial officer, treasurer or designee of the Company describing such transaction and the action which the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto; (iii) within ten (10) Business Days after the Company or any of its Subsidiaries receives notice of any funding waiver request unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code, copies of each such letter; (iv) within ten (10) Business Days after the filing thereof with the IRS, a copy of such each funding waiver request filed with respect to any Benefit Plan and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request request; (v) 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 communication is received; andnotice; (iiivi) within ten (10) Business Days after the Company or any member of the Controlled Group knows fails to make a required installment or has reason to know that any other required payment under Section 412 of the Code on or before the due date for such installment or payment, a notification of such failure; and (avii) a Multiemployer within ten (10) Business Days after the establishment of any Foreign Employee Benefit Plan has been terminated, (b) or the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plancommencement of, or (cobligation to commence, contributions to any Foreign Employee Benefit Plan to which the Company or any of its Subsidiaries was not previously contributing, where the aggregate annual contributions to such Plan(s) resulting therefrom are or could reasonably be expected to be in excess of $5,000,000, notification of such establishment, commencement or obligation to commence and the PBGC has instituted or will institute proceedings under Section 4042 amount of ERISA to terminate a Multiemployer Plan, a notice describing such mattercontributions. For purposes of this Section 7.1(D7.1(d), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsora Single Employer Plan.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.1(d), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability in excess of $5,000,0002,000,000, 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and holders of the LendersNotes, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer the chief financial officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability in excess of $5,000,000500,000, a written statement of a Financial Officer the chief financial officer, treasurer 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; (ii) within ten (10) Business Days after the filing Company or any of its Subsidiaries obtains knowledge that a material non-exempt prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the 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, treasurer or designee of the Company describing such transaction and the action which the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto; (iii) within ten (10) Business Days after the material increase in the benefits of any funding waiver request 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 Company 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 Company or any of its Subsidiaries receives written notice (whether preliminary, final or otherwise, but excluding any notice of 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 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; (vi) within ten (10) Business Days after receipt by the Company 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; (vii) within ten (10) Business Days after the filing thereof with the IRS, a copy of such each funding waiver request filed with respect to any Benefit Plan and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request request; (viii) 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 communication is received; andnotice; (iiiix) 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 material withdrawal liability, copies of each such notice; (x) within ten (10) Business Days after the Company or any member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment to a Benefit Plan, a notification of such failure; (xi) within ten (10) Business Days after the Company or any member of the Controlled Group knows or has reason to know that (a) a material Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a material Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a material Multiemployer Plan; (xii) within ten (10) Business Days after receipt by the Company or any of its Subsidiaries of notice of any audit, a investigation, litigation or inquiry by the DOL or IRS relating to the ESOP or the ESOT, which would reasonably be expected to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,500,000, copies of such notice describing and copies of all subsequent correspondence relating thereto within ten (10) Business Days of receipt of such mattercorrespondence; (xiii) together with the financial statements delivered pursuant to section 10.1(a)(iii) or upon the written request of any holder of Notes, any amendment to any of the ESOP Plan Documents or ESOT Transaction Documents; and (xiv) within ten (10) Business Days after an Authorized Officer obtains knowledge that at any time on or after the Closing Date the Company is not taxable as an "S corporation" as such item is defined in Section 1361 of the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Company or any Subsidiary of the Company, written notice of such knowledge. For purposes of this Section 7.1(Dsection 10.1(d), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor. In addition, for purposes of this section 10.1(d), "material" means any noncompliance or basis for liability which could reasonably be likely to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,500,000.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and holders of the LendersNotes, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer the chief financial officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability in excess of $5,000,000500,000, a written statement of a Financial Officer the chief financial officer, treasurer 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; (ii) within ten (10) Business Days after the filing Company or any of its Subsidiaries obtains knowledge that a material non-exempt prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the 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, treasurer or designee of the Company describing such transaction and the action which the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto; (iii) within ten (10) Business Days after the material increase in the benefits of any funding waiver request 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 Company 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 Company or any of its Subsidiaries receives written notice (whether preliminary, final or otherwise, but excluding any notice of 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 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; (vi) within ten (10) Business Days after receipt by the Company 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; (vii) within ten (10) Business Days after the filing thereof with the IRS, a copy of such each funding waiver request filed with respect to any Benefit Plan and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request request; (viii) 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 communication is received; andnotice; (iiiix) 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 material withdrawal liability, copies of each such notice; (x) within ten (10) Business Days after the Company or any member of the Controlled Group fails to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment to a Benefit Plan, a notification of such failure; (xi) within ten (10) Business Days after the Company or any member of the Controlled Group knows or has reason to know that (a) a material Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a material Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a material Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), ; (xii) within ten (10) Business Days after receipt by the Company, Company or any of its Subsidiaries and of notice of any member of the Controlled Group shall be deemed to know all facts known audit, investigation, litigation or inquiry by the administrator of any Plan of DOL or IRS relating to the ESOP or the ESOT, which would reasonably be expected to subject the Company or any member of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,500,000, 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 10.1(a)(iii) or upon the written request of any holder of Notes, any amendment to any of the Controlled Group ESOP Plan Documents or ESOT Transaction Documents; and (xiv) within ten (10) Business Days after an Authorized Officer obtains knowledge that at any time on or after the Closing Date the Company is not taxable as an "S corporation" as such item is defined in Section 1361 of the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Company or any Subsidiary is of the plan sponsorCompany, written notice of such knowledge.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries Borrower to liability individually or in the aggregate in excess of $5,000,00025,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and (iii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.1(C), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 or a lawsuit involving a Plan or Multiemployer Plan has been filed, in each case which could reasonably be expected to subject the Company or any of its Subsidiaries to liability in excess of $5,000,000, a written statement of a Financial Officer the chief financial officer, treasurer 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; (ii) within ten (10) Business Days after the filing Company or any of its Subsidiaries obtains knowledge that a material prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Code) has occurred, a statement of the chief financial officer, treasurer or designee of the Company describing such transaction and the action which the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto; (iii) within ten (10) Business Days after the Company or any of its Subsidiaries receives notice of any funding waiver request unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code, copies of each such letter; (iv) within ten (10) Business Days after the filing thereof with the IRS, a copy of such each funding waiver request filed with respect to any Benefit Plan and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request request; (v) 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 communication is received; andnotice; (iiivi) within ten (10) Business Days after the Company or any member of the Controlled Group knows fails to make a required installment or has reason to know that any other required payment under Section 412 of the Code on or before the due date for such installment or payment, a notification of such failure; (avii) a Multiemployer within ten (10) Business Days after the establishment of any Foreign Employee Benefit Plan has been terminated, (b) or the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plancommencement of, or (cobligation to commence, contributions to any Foreign Employee Benefit Plan to which the Company or any Subsidiary was not previously contributing, where the aggregate annual contributions to such Plan(s) resulting therefrom are or could reasonably be expected to be in excess of $5,000,000, notification of such establishment, commencement or obligation to commence and the PBGC has instituted or will institute proceedings under Section 4042 amount of ERISA to terminate a Multiemployer Plan, a notice describing such matter. contributions; and For purposes of this Section 7.1(D7.1(d), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsora Single Employer Plan.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the LendersLender, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,0003,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) 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 Company Borrower 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 Borrower or any member of or the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter; and (iv) within ten (10) Business Days after the Borrower or any member of the Controlled Group fails to make a required installment or any other required payment to a Benefit Plan which could result in the imposition of a lien under Section 412(a) of the Code, a notice thereof. For purposes of this Section 7.1(D7.1 (D), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries Borrower to liability individually or in the aggregate in excess of $5,000,00050,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer of the Company 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; (ii) 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and (iii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (aA) a Multiemployer Plan has been terminated, (bB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (cC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.01(c), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries Borrower to liability individually or in the aggregate in excess of $5,000,00050,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer of the Company 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; (ii) 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and (iii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (aA) a Multiemployer Plan has been terminated, (bB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (cC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D‎Section 7.01(c), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause Promptly, but in any event within fifteen (15) days thereafter, the Issuer shall deliver to the Purchasers (or, if no Purchaser continues to be delivered to a Holder, such Person as the Administrative Agent Majority Holders shall designate), if and when the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in Issuer or any event: of its Subsidiaries (i) gives or is required to give notice to the Pension Benefit Guaranty Corporation (athe "PBGC") within ten of any "reportable event" (10as defined in Section 4043 of ERISA) Business Days after with respect to any employee pension benefit plan maintained by the Company obtains Issuer or any of its Subsidiaries or, to the best knowledge of the officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer, which "reportable event" might reasonably constitute grounds for a termination of such plan under Title IV of ERISA or the imposition of a tax under section 4971 of the Code, or knows that a Termination Event the plan administrator of any such plan has occurredgiven or is required to give notice of any such reportable event, a written statement copy of the notice of such reportable event given or required to be given to the PBGC, (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any multiemployer plan to which the Issuer or any of its Subsidiaries or, to the best knowledge of the officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer contributes or is obligated to contribute is in reorganization or has been terminated, a copy of such notice, (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any employee pension benefit plan maintained by the Issuer or any of its Subsidiaries or, to the best knowledge of the officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer, a copy of such notice, (iv) applies for a waiver of the minimum funding standard under section 412 of the Code, a copy of such application, (v) gives notice of intent to terminate any employee pension benefit plan maintained by the Issuer or any of its Subsidiaries or, to the best knowledge of the officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer under Title IV of ERISA, a copy of such notice and other information filed with the PBGC, (vi) fails to make any payment or contribution to any employee pension benefit plan (or multiemployer plan or in respect of any benefit arrangement) or makes any amendment to any employee benefit plan or benefit arrangement which could reasonably result in the imposition of a Financial lien or the posting of a bond or other security, a certificate of the Chief Executive Officer of the Company describing Issuer setting forth details as to such Termination Event occurrence and the action, if any, which the Company has taken, Issuer or any of its Subsidiaries is taking required or proposes to take take, (vii) adopts, establishes, maintains or enters into any obligation to make contributions that are material with respect thereto, and when known, any action taken or threatened by to 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 Issuer or any of its Subsidiaries to liability in excess of $5,000,000any new employee benefit plan or multiemployer plan, a written statement of a Financial Officer or designee certificate of the Company describing such Termination Event and the action, if any, which the member Chief Executive Officer of the Controlled Group has takenIssuer setting forth details as to such obligation, is taking (viii) modifies in any material respect any existing employee benefit plan maintained by the Issuer or proposes any of its Subsidiaries or, to take with respect thereto, and when knownthe best knowledge of the officers or directors of the Issuer, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (ii) 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 Company or entity which is a member of the Controlled Group with respect same controlled group as the Issuer (other than any modification to medical, dental or other employee welfare benefit plans in the ordinary course of business) so as to increase its obligations thereunder, a certificate of the Chief Executive Officer of the Issuer setting forth details as to such request within ten (10) Business Days such communication is received; and (iii) within ten (10) Business Days after the Company or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, modification or (cix) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA materially increases a contribution obligation to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.any

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of Sidley Xxxxxx Xxxxx & Xxxx 66 the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability in excess of $5,000,0002,000,000, 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and -------------- the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge Knowledge that a Termination Event has occurredoccurred which could reasonably be expected to subject the Company to or any of its Subsidiaries liability individually or in the aggregate in excess of $2,500,000, a written statement of a Financial Officer the chief financial officer of the Company describing such Termination Event and the action, if any, which the 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 Knowledge that a Termination Event has occurred which could reasonably be expected to subject the Company to or any of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,0002,500,000, a written statement of a Financial Officer or designee 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; (ii) within ten (10) Business Days after the filing Company or any of its Subsidiaries obtains Knowledge that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Code) has occurred, a statement of the chief financial officer of the Company describing such transaction and the action which the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto; (iii) within ten (10) Business Days after any material increase in the benefits of any funding waiver request existing 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 Company 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 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 Code, copies of each such letter; (v) within thirty (30) 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 Company or any Subsidiary was not previously contributing which, in any case, would materially increase the Company's employment costs, 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 such each funding waiver request filed with respect to any Benefit Plan and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request 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 communication is receivednotice; (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; (ix) within ten (10) Business Days after the Company or any 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 (iiix) within ten (10) Business Days after the Company or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D6.1(E), the Company, any of its Subsidiaries and -------------- any member of the Controlled Group shall be deemed to know all facts known by the administrator Administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 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 67484784_12 thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D6.01(c), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the LendersAgent, at the Company’s expense, the following information and notices as soon as reasonably possible, possible and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Authorized Officer of the Controlled Group obtains knowledge Company knows or should have known that a Termination Event has occurred which 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 $5,000,00025,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer 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; (ii) within ten (10) Business Days after an Authorized Officer of the Company knows or should have known of the filing of any funding waiver request with the IRSIRS of an application for the waiver of the minimum funding standard, a copy of such funding waiver request application and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request application within ten (10) Business Days such communication is received; and and (iii) within ten (10) Business Days after an Authorized Officer of the Company or any member of the Controlled Group knows or has reason to know should have known that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), in each case, if such termination could reasonably be expected, individually or in the Companyaggregate, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which subject the Company or any member of the Controlled Group or such Subsidiary is the plan sponsorits Significant Subsidiaries to liability in excess of $25,000,000.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the LendersAgent, at the Company’s expense, the following information and notices as soon as reasonably possible, possible and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Authorized Officer of the Controlled Group obtains knowledge Company knows or should have known that a Termination Event has occurred which 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 $5,000,00025,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer 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; (ii) within ten (10) Business Days after an Authorized Officer of the Company knows or should have known of the 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 an Authorized Officer of the Company or any member of the Controlled Group knows or has reason to know should have known that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), in each case, if such termination could reasonably be expected, individually or in the Companyaggregate, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which subject the Company or any member of the Controlled Group or such Subsidiary is the plan sponsorits Significant Subsidiaries to liability in excess of $25,000,000.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company Borrower obtains knowledge that a Termination an ERISA Event has occurred, or is reasonably expected to occur, which could reasonably be expected to subject the Borrower to liability individually or in the aggregate in excess of $50,000,000, a written statement of a Financial Officer the chief financial officer or treasurer of the Company Borrower describing such Termination ERISA Event and the action, if any, which Borrower or the Company applicable 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 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 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; (iii) 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 Company or a member of the Controlled Group Borrower with respect to such request within ten (10) Business Days such communication is receivedrequest; and (iiiii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group ERISA Affiliate knows or has reason to know that (aA) a Multiemployer Plan has been terminated, (bB) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (cC) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.01(c), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group ERISA Affiliate, as applicable, shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group Borrower or such Subsidiary ERISA Affiliate is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative -------------- Agent and the Lenders, at the Company’s Borrower's expense, the following information and notices as soon as reasonably possible, and in any event: : (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries Borrower to liability individually or in the aggregate in excess of $5,000,00020,000,000, a written statement of a the Chief Financial Officer or designee of the Company 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; ; (ii) 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and and (iii) within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.1(C), the Company, any of its Subsidiaries Borrower and any member of the --------------- Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s Borrower's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) 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 Company Borrower 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 Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver The Guarantor shall deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s its expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company any Obligor or any ERISA Affiliate obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 an ERISA Event has occurred which could reasonably be expected to subject the Company or any of its Subsidiaries Guarantor to liability individually or in the aggregate in excess of $5,000,000US$20,000,000 (or the equivalent thereof in any other currency or currencies), a written statement of a Financial Officer the chief financial officer or designee the treasurer of the Company Guarantor describing such Termination ERISA Event and the action, if any, which the member of the Controlled Group that Obligor 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; (iib) 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 Company an Obligor or a member of the Controlled Group an ERISA Affiliate with respect to such request within ten (10) Business Days after such communication is received; and (iiic) within ten (10) Business Days after the Company an Obligor or any member of the Controlled Group an ERISA Affiliate knows or has reason to know that that: (ai) a Benefit Plan or a Multiemployer Plan has been terminated, ; (bii) the administrator or plan sponsor of a Benefit Plan or a Multiemployer Plan intends to terminate a Multiemployer Plan, or ; or (ciii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Benefit Plan or a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D)Clause 19.6, the Company, any of its Subsidiaries an Obligor and any member of the Controlled Group an ERISA Affiliate shall be deemed to know all facts known by the administrator of any Plan of which the Company such Obligor or any member of the Controlled Group or such Subsidiary ERISA Affiliate is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,0003,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) 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 Company Borrower 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 Borrower or any member of or the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter; and (iv) within ten (10) Business Days after the Borrower or any member of the Controlled Group fails to make a required installment or any other required payment to a Benefit Plan which could result in the imposition of a lien under Section 412(a) of tile Code, a notice thereof. For purposes of this Section 7.1(D7.1 (D), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurredCompany, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 within twenty-five (b) within ten (1025) Business Days after any member of the Controlled Group Group, obtains knowledge that a Termination Event has occurred which could reasonably be expected to subject the Company or any of its Subsidiaries to liability in excess of $5,000,00025,000,000, a written statement of a Financial Officer the chief financial officer, treasurer 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; (ii) within ten (10) Business Days after the filing Company, or within twenty-five (25) Business Days after any of its Subsidiaries, obtains knowledge that a material non-exempt prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Code) has occurred, a statement of the chief financial officer, treasurer or designee of the Company describing such transaction and the action which the Company or such Subsidiary has taken, is taking or proposes to take with respect thereto; (iii) within ten (10) Business Days after the Company, or within twenty-five (25) Business Days after any of its Subsidiaries, receives notice of any funding waiver request unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code, copies of each such letter; (iv) within ten (10) Business Days with respect to the Company, and within twenty-five (25) Business Days with respect to a member of the Controlled Group, after the filing thereof with the IRS, a copy of such each funding waiver request filed with respect to any Benefit Plan and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request request; (v) within ten (10) Business Days after receipt by the Company, or within twenty-five (25) Business Days after receipt by 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 communication is received; andnotice; (iiivi) within ten (10) Business Days after the Company Company, or within twenty-five (25) days after any member of the Controlled Group knows Group, fails to make a required installment or has reason to know that any other required payment under Section 412 of the Code on or before the due date for such installment or payment, a notification of such failure; (avii) a Multiemployer within ten (10) Business Days after the establishment of any Foreign Employee Benefit Plan has been terminated, (b) or the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plancommencement of, or (cobligation to commence, contributions to any Foreign Employee Benefit Plan to which the Company or any Subsidiary was not previously contributing, where the aggregate annual contributions to such Plan(s) resulting therefrom are or could reasonably be expected to be in excess of $10,000,000, notification of such establishment, commencement or obligation to commence and the PBGC has instituted or will institute proceedings under Section 4042 amount of ERISA to terminate a Multiemployer Plan, a notice describing such matter. contributions; and For purposes of this Section SECTION 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company is a Single Employer Plan and which is sponsored by such Company, Subsidiary or any member of the Controlled Group or Group, respectively, and shall be deemed to know all facts known by the administrator of any other Plan which is a Single Employer Plan 15 days after knowledge by such Subsidiary is the plan sponsoradministrator.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability individually or in excess of $5,000,000the aggregate that could reasonably be expected to result in a Material Adverse Effect, a written statement of a Financial Officer or designee 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter; and (iv) within ten (10) Business Days after the Company or any member of the Controlled Group fails to make a required installment or any other required payment to a Benefit Plan which could result in the imposition of a lien under Section 430(k) of the Code, a notice thereof. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Company and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and each of the Lenders, at the Company’s Borrower's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event Borrower has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Knowledge that a Termination Event has occurred which could reasonably be expected to subject the Company or any Borrower and the other members of its Subsidiaries the Controlled Group to liability in excess of $5,000,000100,000, individually or in the aggregate , a written statement of a Financial Officer or designee the chief financial officer of the Company applicable Person 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; (ii) within ten (10) Business Days after the filing Borrower has Knowledge that an assessment of a prohibited transaction excise tax under Section 4975 of the Code against 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 has occurred, a statement of the chief financial officer or treasurer of the Borrower describing such transaction and the action which the applicable Loan Party has taken, is taking or proposes to take with respect to such request within ten (10) Business Days such communication is received; andthereto; (iii) within ten (10) Business Days after the Company establishment by any Loan Party of any Benefit Plan or the commencement of, or obligation to commence, contributions by any member Loan Party to any Benefit Plan or Multiemployer Plan to which any Loan Party was not previously contributing, notification of such establishment, commencement or obligation to commence and the amount of such contributions; (iv) within ten (10) Business Days after any Loan Party receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Controlled Group knows Code, copies of each such letter; and (v) within ten (10) Business Days after the establishment by any Loan Party of any foreign employee benefit plan or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plancommencement of, or (c) obligation to commence, contributions by any Loan Party to any foreign employee benefit plan to which any Loan Party was not previously contributing, notification of such establishment, commencement or obligation to commence and the PBGC has instituted or will institute proceedings under Section 4042 amount of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsorcontributions.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the LendersAgent, at the Company’s 's expense, the following information and notices as soon as reasonably possible, possible and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Authorized Officer of the Controlled Group obtains knowledge Company knows or should have known that a Termination Event has occurred which 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 $5,000,00025,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer 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; (ii) within ten (10) Business Days after an Authorized Officer of the Company knows or should have known of the 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 an Authorized Officer of the Company or any member of the Controlled Group knows or has reason to know should have known that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), in each case, if such termination could reasonably be expected, individually or in the Companyaggregate, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which subject the Company or any member of the Controlled Group or such Subsidiary is the plan sponsorits Significant Subsidiaries to liability in excess of $25,000,000.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability individually or in excess of $5,000,000the aggregate that could reasonably be expected to result in a Material Adverse Effect, a written statement of a Financial Officer or designee 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter; and (iv) within ten (10) Business Days after the Company or any member of the Controlled Group fails to make a required installment or any other required payment to a Single Employer Plan which could result in the imposition of a lien under Section 430(k) of the Code, a notice thereof. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Company and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Single Employer Plan or Multiemployer Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor or a contributing sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 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;; 92 68208499_3 (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D6.01(c), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s Borrower's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,00015,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) 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 Company Borrower 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 Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter; and (iv) within ten (10) Business Days after the Borrower or any member of the Controlled Group fails to make a required installment or any other required payment to a Benefit Plan which could result in the imposition of a lien under Section 412(a) of the Code, a notice thereof. For purposes of this Section SECTION 7.1(D), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver Energizer Holdings shall deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s its expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company any Obligor or any ERISA Affiliate obtains knowledge that a Termination an ERISA Event has occurredoccurred which could reasonably be expected to subject Energizer Holdings to liability individually or in the aggregate in excess of US$20,000,000, a written statement of a Financial Officer the chief financial officer or the treasurer of the Company Energizer Holdings describing such Termination ERISA Event and the action, if any, which the Company has taken, is taking Obligor 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 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 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; (iib) 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 Company an Obligor or a member of the Controlled Group an ERISA Affiliate with respect to such request within ten (10) Business Days such communication is received; and (iiic) within ten (10) Business Days after the Company an Obligor or any member of the Controlled Group an ERISA Affiliate knows or has reason to know that that: (ai) a Benefit Plan or a Multiemployer Plan has been terminated, ; (bii) the administrator or plan sponsor of a Benefit Plan or a Multiemployer Plan intends to terminate a Multiemployer Plan, or ; or (ciii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Benefit Plan or a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D)Clause 19.6, the Company, any of its Subsidiaries an Obligor and any member of the Controlled Group an ERISA Affiliate shall be deemed to know all facts known by the administrator of any Plan of which the Company such Obligor or any member of the Controlled Group or such Subsidiary ERISA Affiliate is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, 59 67501104_3 which the 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 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D7.1(d), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the ------------- Administrative Agent and the Lenders, at the Company’s Borrower's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,000two percent (2%) of the Consolidated Net Worth of the Borrower and its Subsidiaries, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) 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 Company Borrower 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 Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Borrower and any member of the -------------- Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the CompanyBorrower’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,00015,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) 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 Company Borrower 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 Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter; and (iv) within ten (10) Business Days after the Borrower or any member of the Controlled Group fails to make a required installment or any other required payment to a Benefit Plan which could result in the imposition of a lien under Section 412(a) of the Code, a notice thereof. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s Borrowers' expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Parent or any member of its Subsidiaries the Controlled Group to liability individually or in the aggregate in excess of $5,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company Parent (on behalf of the Parent and the Borrowers) 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; (ii) 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 Company Parent 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 Parent or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Parent and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Parent or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability individually or in the aggregate in excess of $5,000,00060,000,000, a written statement of a Financial Officer or designee 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter; and (iv) within ten (10) Business Days after the Company or any member of the Controlled Group fails to make a required installment or any other required payment to a Benefit Plan which could result in the imposition of a lien under Section 430(k) of the Code, a notice thereof. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Company and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability in excess of $5,000,000, a written statement of a Financial Officer 61 67688554_7 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D6.01(c), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s 's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its Subsidiaries to liability in excess of $5,000,0002,000,000, 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;; Sidley Xxxxxx Xxxxx & Xxxx (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and for distribution to the Lenders, at the Company’s Borrower's expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Borrower or any member of its Subsidiaries the Controlled Group to liability individually or in the aggregate in excess of $5,000,0004,000,000, a written statement of a Financial Officer or designee the chief financial officer of the Company 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; (ii) ; 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 Company Borrower or a member of the Controlled Group with respect to such request within ten (10) Business Days such communication is received; and (iii) and within ten (10) Business Days after the Company Borrower or any member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), the Company, any of its Subsidiaries Borrower and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company Borrower or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 of its 68208499_7 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; (ii) 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 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 member of the Controlled Group knows or has reason to know that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D6.01(c), the Company, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group or such Subsidiary is the plan sponsor.

ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the LendersAgent, at the Company’s expense, the following information and notices as soon as reasonably possible, possible and in any event: (i) (a) within ten (10) Business Days after the Company obtains knowledge that a Termination Event has occurred, a written statement of a Financial Officer of the Company describing such Termination Event and the action, if any, which the 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 Authorized Officer of the Controlled Group obtains knowledge Company knows or should have known that a Termination Event has occurred which 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 $5,000,00035,000,000, a written statement of a Financial Officer the chief financial officer or designee treasurer 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; (ii) within ten (10) Business Days after an Authorized Officer of the Company knows or should have known of the filing with the IRS of an application under Section 412(c) of the Code for the waiver of the minimum funding standard in respect of any funding waiver request with the IRSPlan on account of a substantial business hardship, a copy of such funding waiver request application and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request application within ten (10) Business Days such communication is received; and (iii) within ten (10) Business Days after an Authorized Officer of the Company or any member of the Controlled Group knows or has reason to know should have known that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. For purposes of this Section 7.1(D), in each case, if such termination could reasonably be expected, individually or in the Companyaggregate, any of its Subsidiaries and any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which subject the Company or any member of the Controlled Group or such Subsidiary is the plan sponsorits Significant Subsidiaries to liability in excess of $35,000,000.