Common use of ERISA Notices Clause in Contracts

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, any action that is being taken with respect thereto by any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is aware; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effect: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunder, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders), each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participate, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderTransaction, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower Loan Party or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISAERISA that could reasonably be expected to result in a Material Adverse Effect, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29436(f) of the CodeCode that could reasonably be expected to result in a Material Adverse Effect, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributionscontributions that could reasonably be expected to result in a Material Adverse Effect; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B SB (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party Borrower or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) three Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by any Borrower or ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) three Business Days after receipt by any Loan Party Borrower or ERISA Affiliate of the PBGC’s 's intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivD) promptly, and in any event within five (5) three Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A1) except as specified in Schedule 6.1(x), any Prohibited Transaction which could subject any Loan Party Borrower or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (B2) any cessation of operations (by any Loan Party Borrower or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C3) a failure by any Loan Party Borrower or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, or the imposition of such a Lien, (D4) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, or (E5) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Lender, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party Borrower or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party Borrower or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party any Borrower or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viiG) promptly, and in any event within five (5) three Business Days after receipt thereof by any Loan Party Borrower or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiiH) promptly, and in any event within five (5) three Business Days after receipt thereof by any Loan Party Borrower or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ixI) promptly, and in any event within five (5) three Business Days after receipt thereof by any Loan Party Borrower or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xJ) promptly, and in any event within five (5) three Business Days after receipt thereof by any Loan Party Borrower or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower Loan Party or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer the chief accounting officer of such Loan Party the Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by the Borrower or any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) ten Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by any the Borrower or any ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) ten Business Days after receipt by the Borrower or any Loan Party or ERISA Affiliate of the PBGC’s 's intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivD) promptly, and in any event within five (5) ten Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (AI) any Prohibited Transaction which could subject the Borrower or any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (BII) any cessation of operations (by the Borrower or any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (CIII) a failure by the Borrower or any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, or the imposition of such a Lien, (DIV) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, or (EV) any change in the actuarial assumptions or funding methods used for any Pension Plan Plan, where the effect of such change is materially to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by the Borrower or any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension such Plan by or on behalf of the Borrower or any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service PBGC in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viiG) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiiH) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or any purported violation of ERISA with respect to a Plan; (ixI) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xJ) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party the Borrower Agent describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower Loan Party or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISAERISA that could reasonably be expected to result in a Material Adverse Effect, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29401(a)(29436(f) of the CodeCode that could reasonably be expected to result in a Material Adverse Effect, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributionscontributions that could reasonably be expected to result in a Material Adverse Effect; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B BSB (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, Event and any action that is being taken with respect thereto by the Borrower or any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) three Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by any the Borrower or any ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) three Business Days after receipt by the Borrower or any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivD) promptly, and in any event within five (5) three Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A1) any Prohibited Transaction which could subject the Borrower or any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (B2) any cessation of operations (by the Borrower or any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C3) a failure by the Borrower or any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, or the imposition of such a Lien, (D4) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, or (E5) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by the Borrower or any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of the Borrower or any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viiG) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiiH) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ixI) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xJ) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower Agent describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderTransaction, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer the chief financial officer or the chief accounting officer of such Loan Party the Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by the Borrower or any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) ten Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by any the Borrower or any ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) ten Business Days after receipt by the Borrower or any Loan Party or ERISA Affiliate of the PBGC’s 's intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivD) promptly, and in any event within five (5) ten Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (AI) any Prohibited Transaction which could subject the Borrower or any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (BII) any cessation of operations (by the Borrower or any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (CIII) a failure by the Borrower or any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, or the imposition of such a Lien, (DIV) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, or (EV) any change in the actuarial assumptions or funding methods used for any Pension Plan Plan, where the effect of such change is materially to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Lender, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by the Borrower or any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension such Plan by or on behalf of the Borrower or any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service PBGC in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viiG) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiiH) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or any purported violation of ERISA with respect to a Plan; (ixI) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xJ) promptly, and in any event within five (5) ten Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, Event and any action that is being taken with respect thereto by any such Loan Party or any ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) three Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by such Loan Party or any Borrower or ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) three Business Days after receipt by any such Loan Party or any ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivD) promptly, and in any event within five (5) three Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A1) any Prohibited Transaction which could subject any such Loan Party or any ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (B2) any cessation of operations (by any such Loan Party or any ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C3) a failure by any such Loan Party or any ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, or the imposition of such a Lien, (D4) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, or (E5) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Administrative Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any such Loan Party or any ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any such Loan Party or any ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viiG) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiiH) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice by the Department of Labor of any penalty, audit, audit or investigation or purported violation of ERISA with respect to a Plan; (ixI) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xJ) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower Agent describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s 's intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderTransaction, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, Event and any action that is being taken with respect thereto by the Borrower or any Loan Party or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) three Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by any the Borrower or any ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) three Business Days after receipt by the Borrower or any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivD) promptly, and in any event within five (5) three Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A1) any Prohibited Transaction which could subject the Borrower or any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (B2) any cessation of operations (by the Borrower or any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C3) a failure by the Borrower or any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, or the imposition of such a Lien, (D4) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, or (E5) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Lender, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by the Borrower or any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of the Borrower or any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viiG) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiiH) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, audit or investigation or purported violation of ERISA with respect to a Plan; (ixI) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xJ) promptly, and in any event within five (5) three Business Days after receipt thereof by the Borrower or any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iviii) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiix) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower Loan Party or ERISA Affiliate with respect to such request; (iiix) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivxi) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vxii) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vixiii) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viixiv) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiixv) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ixxvi) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xxvii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower BorrowerLoan Party or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party GDC or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) three Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Benefit Plan subject to the funding requirements of Section 412 of the Code and all communications received by GDC or any Borrower or ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) three Business Days after receipt by GDC or any Loan Party or ERISA Affiliate of the PBGC’s 's intention to terminate a Pension Benefit Plan or to have a trustee appointed to administer a Pension Benefit Plan, a copy copies of each such notice; (ivD) promptly, and in any event within five (5) three Business Days after the occurrence thereofreceipt by GDC or any ERISA Affiliate, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A1) any Prohibited Transaction which could subject GDC or any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (B2) any cessation of operations (by GDC or any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4063(e) of ERISA, (C3) a failure by GDC or any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a LienERISA, (D4) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the CodeERISA, or (E5) any change in the actuarial assumptions or funding methods used for any Pension Plan Plan, where the effect of such change is to materially increase or materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by GDC or any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension such Plan by or on behalf of GDC or any Loan Party or ERISA Affiliate in which any of its employees participatetheir personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party GDC or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan;; and (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service PBGC in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party the Borrower Agent describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower Loan Party or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) ten Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party describing such Termination Event, Event and any action that is being ​ taken with respect thereto by any such Loan Party or any ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (iiB) promptly, and in any event within five (5) three Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Internal Revenue Code and all communications received by such Loan Party or any Borrower or ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five (5) three Business Days after receipt by any such Loan Party or any ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (ivD) promptly, and in any event within five (5) three Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A1) any Prohibited Transaction which could subject any such Loan Party or any ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (B2) any cessation of operations (by any such Loan Party or any ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C3) a failure by any such Loan Party or any ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, or the imposition of such a Lien, (D4) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Internal Revenue Code, or (E5) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (vE) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Administrative Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial ​ information concerning the financial status of each Pension Plan administered or maintained by any such Loan Party or any ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any such Loan Party or any ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (viF) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (viiG) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viiiH) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice by the Department of Labor of any penalty, audit, audit or investigation or purported violation of ERISA with respect to a Plan; (ixI) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (xJ) promptly, and in any event within five (5) three Business Days after receipt thereof by any such Loan Party or any ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (iA) Promptly, and in any event within five (5) Business Days after Safety, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, a written statement of a Responsible an Authorized Officer of such Loan Party describing such Termination Event, Event and any action that is being taken taking with respect thereto by Safety, any Loan Party such Subsidiary or ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is aware;, (iiB) promptly, and in any event within five three (53) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Benefit Plan subject to the funding requirements of Section 412 of the Code and all communications received by Safety, any Borrower of its Subsidiaries or any ERISA Affiliate with respect to such request; (iiiC) promptly, and in any event within five three (53) Business Days after receipt by Safety, any Loan Party of its Subsidiaries or any ERISA Affiliate Affiliate, of notice of the PBGC’s 's intention to terminate a Pension Benefit Plan or to have a trustee appointed to administer a Pension Benefit Plan, a copy copies of each such notice; (ivD) promptly, and in any event within five three (53) Business Days after the occurrence thereofreceipt by Safety, any of its Subsidiaries or any ERISA Affiliate, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A1) any Prohibited Transaction which could subject Safety or any Loan Party or ERISA Affiliate to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder, (B2) any cessation of operations (by Safety or any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4063(e) of ERISA, (C3) a failure by Safety or any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a LienERISA, (D4) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the CodeERISA, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (Agent or Agent acting at the direction of the Required Lenders)any Lender, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by Safety or any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension such Plan by or on behalf of Safety or any Loan Party or ERISA Affiliate in which any of its employees participatetheir personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party Safety or any ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan;; and (viF) promptly Promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service PBGC in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party Borrower describing such Termination Event, Event and any action that is being taken with respect thereto by any Loan Party or or, to the knowledge of any Loan Party, an ERISA Affiliate, and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarePBGC; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such request; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could subject any Loan Party or ERISA Affiliate with respect to a civil penalty assessed pursuant Plan that could reasonably be expected to Section 502(i) of ERISA or result in a tax imposed by Section 4975 of the Code in connection with any Plan, or any trust created thereunderMaterial Adverse Effect, (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c4062(e) of ERISA, (C) a failure by any Loan Party or ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f) of ERISA or Section 412(n) of the Code, or the imposition of such a Lien, (D) the adoption of an amendment to a Pension Plan requiring the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributions; (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by any Loan Party or ERISA Affiliate, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participatepersonnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Department of Labor of any penalty, audit, investigation or purported violation of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice by the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a Plan; and (x) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could reasonably be expected to have a Material Adverse Effect. (xi) [Reserved].

ERISA Notices. (i) Promptly, and in any event within five (5) Business Days after a Termination Event has occurred, a written statement of a Responsible Officer of such Loan Party the Borrower Agent describing such Termination Event, Event and any action that is being taken taken, or will be taken, with respect thereto by any Loan Party (or any known ERISA Affiliate), and any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC of which the Loan Party or ERISA Affiliate is awarewith respect to such Termination Event; (ii) promptly, and in any event within five (5) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request pursuant to Section 412(c) of the internal Revenue Code filed with respect to any Pension Plan subject to the funding requirements of Section 412 of the Code and all communications received by any Borrower or ERISA Affiliate with respect to such requestInternal Revenue Code; (iii) promptly, and in any event within five (5) Business Days after receipt by any Loan Party or ERISA Affiliate of the PBGC’s intention to terminate a Pension Plan under Section 4041 or Section 4041A of ERISA or to have a trustee appointed to administer a Pension Plan, a copy of each such notice; (iv) promptly, and in any event within five (5) Business Days after the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service Service, the Department of Labor or the PBGC with respect thereto) of any of the following, to the extent any such occurrence could have a Material Adverse Effectof: (A) any Prohibited Transaction which could would subject any Loan Party or ERISA Affiliate Borrower to a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, or any trust created thereunder,; (B) any cessation of operations (by any Loan Party or ERISA Affiliate) at a facility in the circumstances described in Section 4062(c) of ERISA, (C) a failure by any Loan Party or Borrower or, to the knowledge of any Borrower, ERISA Affiliate to make a payment to a Pension Plan required to avoid imposition of a Lien under Section 302(f303(k) of ERISA or Section 412(n430(k) of the Internal Revenue Code, or a failure by any Loan Party to make a payment to a Multiemployer Plan which is required by ERISA or the imposition of such a Lien,Internal Revenue Code; and (DC) the adoption establishment of an amendment to a Pension any new Plan requiring or the provision of security to such Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code, or (E) any change in the actuarial assumptions or funding methods used for any Pension Plan where the effect of such change is to increase materially or reduce materially the unfunded benefit liability or obligation to make periodic contributionscontribute to any new Plan which was not specified on Schedule 6.1(v); (v) promptly upon and in any event within five (5) Business Days after the request of the Required Lenders (or Agent acting at the direction of the Required Lenders)Agent, each annual report (IRS Form 5500 series) and all accompanying schedules, schedules and the most recent actuarial reports, the most recent financial information concerning the financial status of each Pension Plan administered or maintained by in any Loan Party or ERISA Affiliatecase, and schedules showing the amounts contributed to each Pension Plan by or on behalf of any Loan Party or ERISA Affiliate in which any of its employees participate, and each Schedule B (Actuarial Information) to the annual report filed by such Loan Party or ERISA Affiliate with the Internal Revenue Service with respect to each such any Pension Plan; (vi) promptly upon and in any event within five (5) Business Days after the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the Internal Revenue Service in connection with the termination of any Plan, and copies of any standard termination notice or distress termination notice filed with the PBGC in connection with the termination of any Pension Plan; (vii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA AffiliateParty, notice and demand for payment of withdrawal liability under Section 4201 of ERISA with respect to a Multiemployer Plan; (viii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party Plan or ERISA Affiliate, notice by the Department of Labor of any penalty, audit, investigation or purported violation that a Multiemployer Plan is subject to Section 305 of ERISA with respect to a Plan; (ix) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice by Section 432 of the Internal Revenue Service or the Treasury Department of any income tax deficiency or delinquency, excise tax penalty, audit or investigation with respect to a PlanCode; and (xvii) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or ERISA Affiliate, notice of any administrative or judicial complaint, or the entry of a judgment, award or settlement agreement, in either case with respect to a Plan that could would reasonably be expected expected, individually or in the aggregate to have a Material Adverse Effect. (xi) [Reserved].