Common use of ERISA Notices Clause in Contracts

ERISA Notices. Promptly notify Administrative Agent upon the occurrence of any of the following events if such event is likely to have a Material Adverse Effect: (a) the termination, other than a standard termination, as defined in ERISA, of any Pension Plan subject to Subtitle C of Title IV of ERISA; (b) the Company's or any Subsidiary's receipt of notice of the appointment of a trustee by a United States District Court to administer any Pension Plan subject to Title IV of ERISA; (c) the Company's or any Subsidiary's receipt of notice of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; (e) the withdrawal of the Company or any Subsidiary from any Multiemployer Plan if the Company reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability with respect thereto; or (f) the occurrence of a "reportable event" which is required to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse Effect.

ERISA Notices. Promptly notify Administrative Agent upon If and when any member of the occurrence ERISA Group (i) gives notice to the PBGC of any of the following events if such event is likely to have a Material Adverse Effect: "reportable event" (a) the termination, other than a standard termination, as defined in Section 4043 of ERISA, ) with respect to any Benefit Plan which might constitute grounds for a termination of any Pension such Benefit Plan subject to Subtitle C of under Title IV of ERISA; (b) , or knows that the Company's or plan administrator of any Subsidiary's receipt of Benefit Plan has given notice of any such reportable event, a copy of the appointment notice of such reportable event given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee by a United States District Court to administer any Pension Plan subject to Title IV Benefit Plan, a copy of ERISA; such notice; (civ) the Company's or any Subsidiary's receipt of notice applies for a waiver of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required minimum funding standard under Section 412 of the Internal Revenue Code; , a copy of such application; (ev) gives notice of intent to terminate any Benefit Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal of the Company or any Subsidiary from any Benefit Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Benefit Plan or Multiemployer Plan if the Company reasonably believes that such withdrawal would give rise or in respect of any Benefit Arrangement or makes any amendment to any Benefit Plan or Benefit Arrangement which has resulted or could result in the imposition of withdrawal liability with respect thereto; or (f) a Lien or the occurrence posting of a "reportable event" which is required to be reported by the Company bond or other security under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than Code, a transaction for certificate of the controller of the Borrower setting forth details as to such occurrence and action, if any, which a statutory exemption the Borrower or applicable member of the ERISA Group is available required or an administrative exemption has been obtained which in either case is likely proposes to have a Material Adverse Effecttake.

ERISA Notices. Promptly notify Administrative Agent The Company covenants that it shall deliver to each Significant Holder, promptly upon the occurrence of any of the following events if such event is likely to have a Material Adverse EffectCompany or its Restricted Subsidiaries: (a) giving or being required to give notice to the termination, other than a standard termination, PBGC of any "reportable event" (as defined in section 4043 of ERISA, ) with respect to any Plan which might constitute grounds for a termination of any Pension such Plan subject to Subtitle C of under Title IV of ERISAERISA by the PBGC, or becoming aware that any plan administrator of any Plan has given or is required to give notice of any such "reportable event", a copy of the notice of such reportable event given or which should have been given to the PBGC; (b) receiving notice of the Company's or any Subsidiaryan ERISA Affiliate's receipt of notice of the appointment of a trustee by a United States District Court to administer any Pension Plan subject to complete or partial withdrawal liability under Title IV of ERISA, or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (c) receiving notice from the Company's or any Subsidiary's receipt of notice of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (d) the failure applying for a waiver of the Company or any Subsidiary to make any payment in respect of any Pension Plan required minimum funding standard under Section section 412 of the Internal Revenue Code, a copy of such application; (e) giving notice of intent to terminate any Plan under section 4041 (c) of ERISA, a copy of such notice and other information filed with the PBGC; (f) giving notice of withdrawal of the Company or any Subsidiary from any Multiemployer Plan if the Company reasonably believes that pursuant to section 4063 of ERISA, a copy of such withdrawal would give rise to the imposition of withdrawal liability with respect theretonotice; or (fg) failing to make any required payment or required contribution to any Plan or Multiemployer Plan or making any amendment to any Plan which has resulted in the occurrence posting of a "reportable event" bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Company setting forth details as to such occurrence and the action, if any, which the Company is required to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse Effecttake.

ERISA Notices. Promptly notify Administrative Agent upon The Borrower will deliver to the occurrence Agent, if and when (but within ten (10) Business Days from the date of such event) (i) the Borrower or any ERISA Affiliate of the Borrower gives or is required to give notice to the PBGC of any of the following events if such event is likely to have a Material Adverse Effect: Reportable Event (a) the termination, other than a standard termination, as defined in ERISA, of Reportable Event not subject to the provision for 30-day notice to the PBGC) with respect to any Pension Plan subject to Subtitle C Plan, a copy of Title IV the notice of ERISA; such Reportable Event; (bii) the Company's Borrower or any Subsidiary's receipt ERISA Affiliate of the Borrower becomes obligated to contribute to a Multiemployer Plan to which such entity was not obligated to contribute on the Closing Date; (iii) the Borrower or any ERISA Affiliate of the Borrower receives notice of complete or partial withdrawal liability with respect to a Multiemployer Plan or receives notice that a Multiemployer Plan may be or has been terminated, in Reorganization or Insolvency, a copy of such notice, or receives notice from the appointment administrator of a Multiemployer Plan that indicates the existence of potential withdrawal liability in excess of $200,000 under a Multiemployer Plan, a copy of such notice; (iv) the Borrower or any ERISA Affiliate of the Borrower receives notice from the PBGC of an intent to terminate or appoint a trustee by a United States District Court to administer any Pension Plan, a copy of such notice; (v) the Borrower or any ERISA Affiliate of the Borrower fails to make a timely contribution to a Pension Plan subject which may give rise or has given rise to Title IV an accumulated funding deficiency or a lien, a letter of an Executive Officer describing such event; (vi) the Borrower or any ERISA Affiliate of the Borrower adopts or proposes to adopt an amendment which requires the granting of a security interest within the meaning of Section 307 of ERISA; , a letter of an Executive Officer describing such event; (cvii) the Company's Borrower or any Subsidiary's receipt of notice ERISA Affiliate of the commencement Borrower fails to make a contribution required under the terms of an Employee Benefit Plan or as required by law, a letter of an Executive Officer describing such event; (viii) the Pension Benefit Guaranty CorporationBorrower becomes liable for material increases in retiree medical, life insurance or any successor theretoother death benefits (contingent or otherwise) (other than as a result of a continuation of medical coverage required under Section 4980B of the Code), a letter of any proceeding to terminate an Executive Officer describing such event; (ix) any Pension Plan subject intending to Title IV of ERISA; (dqualify under Section 401(a) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required under Section 412 of Code as determined by the Internal Revenue Code; Service fails to so qualify and such failure to qualify cannot be retroactively eliminated within the remedial amendment period, a letter of an Executive Officer describing such event; (ex) the withdrawal a transaction prohibited under Section 4975 of the Company Code or any Subsidiary from any Multiemployer Plan if the Company reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability with respect thereto; or (f) the occurrence of a "reportable event" which is required to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA occurs resulting in material liability to the Borrower or Section 4975 any entity which the Borrower has an obligation to indemnify, a letter of an Executive Officer describing such event. Upon the request of the Internal Revenue Code Lenders made from time to time, the Borrower will deliver a copy of the most recent actuarial report and annual report completed with respect to any Employee Benefit Plan or any other than a transaction for which a statutory exemption is available financial information the Borrower or an administrative exemption any ERISA Affiliate has been obtained which in either case is likely with respect to have a Material Adverse Effectany Employee Benefit Plan.

ERISA Notices. Promptly notify Administrative Agent upon Promptly, but in any event within 30 days, the occurrence of any Company will deliver to each of the following events Holders, if such event is likely to have a Material Adverse Effect: (a) the termination, other than a standard termination, as defined in ERISA, of any Pension Plan subject to Subtitle C of Title IV of ERISA; (b) the Company's or any Subsidiary's receipt of notice of the appointment of a trustee by a United States District Court to administer any Pension Plan subject to Title IV of ERISA; (c) the Company's or any Subsidiary's receipt of notice of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of and when the Company or any Subsidiary Commonly Controlled Entity: (i) gives or is required to make any payment in respect give notice to the PBGC of any Reportable Event with respect to any Employee Pension Plan which might constitute grounds for a termination of such plan under Title IV of ERISA or the imposition of a tax under Section 4971 of the Code, or knows that the plan administrator of any such plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (ii) receives written notice of complete or partial Withdrawal Liability under Title IV of ERISA or written notice that any Multiemployer Plan is in Reorganization or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Employee Pension Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (ev) the withdrawal gives notice of intent to terminate any Employee Pension Plan under Title IV of ERISA, a copy of such notice and, if reasonably requested by any of the Company or any Subsidiary from any Multiemployer Plan if the Company reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability with respect theretoHolders and permitted under applicable law, related financial information; or (fvi) fails to make any payment or contribution to any Employee Pension Plan (or Multiemployer Plan or in respect of any benefit arrangement) or makes any amendment to any Plan or benefit arrangement, in either case, which would reasonably be expected to result in the occurrence imposition of a "reportable event" Lien or the posting of a bond or other security, a certificate of the Chief Financial Officer or Controller of the Company setting forth details as to such occurrence and action, if any, which the Company is required or proposes to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse Effecttake.

ERISA Notices. Promptly notify Administrative Agent upon If and when any member of the occurrence ERISA Group (i) gives notice to the PBGC of any of the following events if such event is likely to have a Material Adverse Effect: "reportable event" (a) the termination, other than a standard termination, as defined in Section 4043 of ERISA, ) with respect to any Benefit Plan which might constitute grounds for a termination of any Pension such Benefit Plan subject to Subtitle C of under Title IV of ERISA; (b) , or knows that the Company's or plan administrator of any Subsidiary's receipt of Benefit Plan has given notice of any such reportable event, a copy of the appointment notice of such reportable event given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee by a United States District Court to administer any Pension Plan subject to Title IV Benefit Plan, a copy of ERISA; such notice; (civ) the Company's or any Subsidiary's receipt of notice applies for a waiver of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required minimum funding standard under Section 412 of the Internal Revenue Code; , a copy of such application; (ev) gives notice of intent to terminate any Benefit Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal of the Company or any Subsidiary from any Benefit Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Benefit Plan or Multiemployer Plan if or in respect of any Benefit Arrangement or makes any amendment to any Benefit Plan or Benefit Arrangement which has resulted or, to the Company reasonably believes that such withdrawal would give rise to Parent's or the Borrower's knowledge, could result in the imposition of withdrawal liability with respect thereto; or (f) a Lien or the occurrence posting of a "reportable event" which is required to be reported by the Company bond or other security under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than Code, a transaction for certificate of the controller of the Borrower setting forth details as to such occurrence and action, if any, which a statutory exemption the Borrower or applicable member of the ERISA Group is available required or an administrative exemption has been obtained which in either case is likely proposes to have a Material Adverse Effecttake.

ERISA Notices. Promptly notify Administrative Agent upon Promptly, but in any event within 15 days, the occurrence Company shall deliver to the Purchasers (or, if no Purchaser continues to be a Holder, such Person as the Majority Holders shall designate), if and when the Company, the Subsidiaries of the Company or any ERISA Affiliate (a) gives or is required to give notice to the Pension Benefit Guaranty Corporation (the "PBGC") of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan, which "reportable event" might reasonably constitute grounds for a termination of such Plan under Title IV of ERISA or the imposition of a tax under section 4971 of the following events if Code, or knows that the administrator of any such Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event is likely given or required to be given to the PBGC, (b) receives notice from a regulatory agency relating to the commencement of an investigation, inquiry or audit with respect or relating to a Plan which could reasonably be expected to have a Material Adverse Effect: , a copy of such notice, (ac) the termination, other than a standard termination, as defined in ERISA, receives notice of any Pension Plan subject to Subtitle C of complete or partial withdrawal liability under Title IV of ERISA; (b) ERISA or notice that any Plan that is a "multiemployer plan" to which the Company's or any Subsidiary's receipt of notice of , the appointment of a trustee by a United States District Court to administer any Pension Plan subject to Title IV of ERISA; (c) the Company's or any Subsidiary's receipt of notice of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure Subsidiaries of the Company or any Subsidiary ERISA Affiliate contributes or is obligated to contribute is in reorganization or has been terminated, a copy of such notice, (d) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice, (e) applies for a waiver of the minimum funding standard under section 412 of the Code, a copy of such application, (f) gives notice of intent to terminate any Plan, a copy of such notice and other information filed with the PBGC, (g) fails to make any payment or contribution to any Plan or makes any amendment to any Plan or benefit arrangement which, in respect either event, could reasonably result in the imposition of any Pension Plan required under Section 412 a lien or the posting of a bond or other security, a certificate of the Internal Revenue Code; (e) Chief Executive Officer of the withdrawal Company setting forth details as to such occurrence and action, if any, which the Company, the Subsidiaries of the Company or ERISA Affiliates are required or proposes to take, (h) adopts, establishes, maintains or enters into any Subsidiary from obligation to make contributions with respect to any Multiemployer Plan if new plan or arrangement, including any obligation under an "employee benefit plan", maintained or contributed to by any entity acquired by the Company, the Subsidiaries of the Company reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability with respect thereto; or (f) the occurrence of a "reportable event" which is required to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained ERISA Affiliate following the date of this Agreement ("Acquired Plan"), or modifies any Plan or Acquired Plan pursuant to which in either case is likely any such action could reasonably be expected to have a Material Adverse Effect, a certificate of the Chief Executive Officer of the Company setting forth details as to such obligation or modification or increases a contribution obligation to any Plan that is a "multiemployer plan" pursuant to which such increase could reasonably be expected to have a Material Adverse Effect, a certificate of the Chief Executive Officer of the Company setting forth details as to such increase. As used in this Section 5.23. the terms "multiemployer plan" and "employee benefit plan" shall have the meanings assigned to such terms in Section 3 of ERISA and the terms "Plan" and "ERISA Affiliate" shall have the meanings assigned to such terms in Section 3.17 of this Agreement.

ERISA Notices. Promptly notify Administrative Agent upon after notifying the occurrence of government, if government notice is required, and otherwise within ten days after the Borrower knows that any of the following events if or conditions specified below with respect to any Plan or Multiemployer Plan have occurred or exist, a statement signed by a senior financial officer of the Borrower setting forth details respecting such event is likely or condition and the action, if any, which the Borrower or its ERISA Affiliate proposes to have take with respect thereto (and a Material Adverse Effect:copy of any report or notice required to be filed with or given to PBGC by the Borrower or an ERISA Affiliate with respect to such event or condition): (ai) the termination, other than a standard terminationany reportable event, as defined in Section 4043(b) of ERISA, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any Pension waivers in accordance with Section 412(d) of the Code) and any request for a waiver under Section 412(d) of the Code for any Plan; (ii) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan subject or any action taken by the Borrower or an ERISA Affiliate to Subtitle C terminate any Plan; (iii) the institution by PBGC of Title IV proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (iv) the complete or partial withdrawal from a Multiemployer Plan by the Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt of the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (bv) the Company's institution of a proceeding by a fiduciary or any Subsidiary's receipt of notice of Multiemployer Plan against the appointment of a trustee by a United States District Court Borrower or any ERISA Affiliate to administer any Pension Plan subject to Title IV enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; (cvi) the Company's or adoption of an amendment to any Subsidiary's receipt of notice Plan that pursuant to Section 401(a)(29) of the commencement by Code or Section 307 of ERISA would result in the Pension Benefit Guaranty Corporation, or any successor thereto, loss of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure tax-exempt status of the Company or any Subsidiary to make any payment in respect trust of any Pension which such Plan required under Section 412 of the Internal Revenue Code; (e) the withdrawal of the Company or any Subsidiary from any Multiemployer Plan is a part if the Company reasonably believes that such withdrawal would give rise Borrower or an ERISA Affiliate fails to timely provide security to the imposition Plan in accordance with the provisions of withdrawal liability with respect thereto; or (f) the occurrence of a "reportable event" which is required to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse Effectsaid Sections.

ERISA Notices. Promptly notify Administrative Agent upon If and when any member of the occurrence ERISA Group (i) gives or is required to give notice to the PBGC of any of the following events if such event is likely to have a Material Adverse Effect: "reportable event" (a) the termination, other than a standard termination, as defined in Section 4043 of ERISA, ) with respect to any Plan which might constitute grounds for a termination of any Pension such Plan subject to Subtitle C of under Title IV of ERISA; (b) , or knows that the Company's plan administrator of any Plan has given or any Subsidiary's receipt of is required to give notice of any such reportable event, a copy of the appointment notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee by a United States District Court to administer any Pension Plan subject to Title IV Plan, a copy of ERISA; such notice; (civ) the Company's or any Subsidiary's receipt of notice applies for a waiver of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required minimum funding standard under Section 412 of the Internal Revenue Code; , a copy of such application; (ev) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal of the Company or any Subsidiary from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan if the Company reasonably believes that such withdrawal would give rise or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of withdrawal liability with respect thereto; or (f) a Lien or the occurrence posting of a "reportable event" bond or other security, a certificate of the controller of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse Effecttake.

ERISA Notices. Promptly notify Administrative Agent upon The Borrower will deliver to CITBC, if and when (but in no case less than ten (10) days from the occurrence date of such event) (i) the Borrower or any ERISA Affiliate gives or is required to give notice to the PBGC of any Reportable Event with respect to any Pension Plan, a copy of the following events if notice of such Reportable Event; (ii) the Borrower or any ERISA Affiliate becomes obligated to contribute to a Multiemployer Plan to which such entity was not obligated to contribute on the Closing Date, a letter of a financial officer describing such event is likely to have a Material Adverse Effect: (a) and estimating the termination, other than a standard termination, as defined in ERISA, of any Pension Plan subject to Subtitle C of Title IV of ERISA; (b) the Company's or any Subsidiary's receipt of notice of the appointment of a trustee by a United States District Court to administer any Pension Plan subject to Title IV of ERISA; (c) the Company's or any Subsidiary's receipt of notice of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; (e) the withdrawal of the Company or any Subsidiary from any Multiemployer Plan if the Company reasonably believes that such withdrawal would give rise to the imposition of future contingent withdrawal liability with respect thereto; or (fiii) the occurrence Borrower or any ERISA Affiliate receives notice of complete or partial withdrawal liability with respect to a Multiemployer Plan or receives notice that a Multiemployer Plan may be or has been terminated, in Reorganization or Insolvency, or receives notice from the administrator of a "reportable event" which is required to be reported by Multiemployer Plan that indicates the Company existence of potential withdrawal liability under Section 4043 a Multiemployer Plan, a copy of such notice; (iv) the Borrower or any ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by Affiliate receives notice from the PBGC of an intent to terminate or appoint a trustee to administer any Pension Plan or Multiemployer Plan, a copy of such notice; (v) the Borrower or any ERISA Affiliate fails to make a timely contribution to a Pension Plan which may give rise or has given rise to an accumulated funding deficiency or a "prohibited transaction" as defined in Section 406 lien, a letter of a financial officer describing such event; (vi) the Borrower or any ERISA Affiliate adopts or Section 4975 proposes to adopt an amendment which may require or requires the granting of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse Effect.a

ERISA Notices. Promptly notify Administrative Agent upon If and when any member of the occurrence ERISA Group (i) gives notice to the PBGC of any of the following events if such event is likely to have a Material Adverse Effect: “reportable event” (a) the termination, other than a standard termination, as defined in Section 4043 of ERISA, ) with respect to any Benefit Plan which might constitute grounds for a termination of any Pension such Benefit Plan subject to Subtitle C of under Title IV of ERISA; (b) , or knows that the Company's or plan administrator of any Subsidiary's receipt of Benefit Plan has given notice of any such reportable event, a copy of the appointment notice of such reportable event given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee by a United States District Court to administer any Pension Plan subject to Title IV Benefit Plan, a copy of ERISA; such notice; (civ) the Company's or any Subsidiary's receipt of notice applies for a waiver of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required minimum funding standard under Section 412 of the Internal Revenue Code; , a copy of such application; (ev) gives notice of intent to terminate any Benefit Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal of the Company or any Subsidiary from any Benefit Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Benefit Plan or Multiemployer Plan if or in respect of any Benefit Arrangement or makes any amendment to any Benefit Plan or Benefit Arrangement which has resulted or, to the Company reasonably believes that such withdrawal would give rise to Parent’s or the Borrower’s knowledge, could result in the imposition of withdrawal liability with respect thereto; or (f) a Lien or the occurrence posting of a "reportable event" which is required to be reported by the Company bond or other security under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than Code, a transaction for certificate of the controller of the Borrower setting forth details as to such occurrence and action, if any, which a statutory exemption the Borrower or applicable member of the ERISA Group is available required or an administrative exemption has been obtained which in either case is likely proposes to have a Material Adverse Effecttake.

ERISA Notices. Promptly notify Administrative Agent upon Promptly, but in any event within thirty (30) days thereafter, DEC shall deliver to the occurrence Purchasers (or, if no Purchaser continues to be a Holder, such Person as the Majority Holders shall designate), if and when DEC or when to the knowledge of DEC, any of its Subsidiaries (i) gives or is required to give notice to the Pension Benefit Guaranty Corporation (the "PBGC") of any of the following events if such event is likely to have a Material Adverse Effect: "reportable event" (a) the termination, other than a standard termination, as defined in Section 4043 of ERISA) with respect to any employee pension benefit plan maintained by DEC or any of its Subsidiaries or any entity which is a member of the same controlled group as DEC, which "reportable event" would constitute grounds for a termination of any Pension Plan subject to Subtitle C of such plan under Title IV of ERISA; ERISA or the imposition of a tax under section 4971 of the Code, or knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC, (bii) the Company's receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any multiemployer plan to which DEC or any Subsidiary's receipt of notice its Subsidiaries or any entity which is a member of the appointment same controlled group as DEC contributes or is obligated to contribute is in reorganization or has been terminated, a copy of such notice, (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee by a United States District Court to administer any Pension Plan employee pension benefit plan maintained by DEC or any of its Subsidiaries or any entity which is a member of the same controlled group as DEC, a copy of such notice, (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application, (v) gives notice of intent to terminate any employee pension benefit plan, subject to Title IV of ERISA; (c) the Company's , maintained by DEC or any Subsidiary's receipt of notice its Subsidiaries or any entity which is a member of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to same controlled group as DEC under Title IV of ERISA; , a copy of such notice, (dvi) the failure of the Company or any Subsidiary fails to make any payment or contribution to any employee pension benefit plan (or multiemployer plan or in respect of any Pension Plan required under Section 412 of the Internal Revenue Code; (ebenefit arrangement) the withdrawal of the Company or makes any Subsidiary from amendment to any Multiemployer Plan if the Company reasonably believes that such withdrawal employee pension benefit plan or benefit arrangement which would give rise to result in the imposition of withdrawal liability a lien or the posting of a bond or other security, a certificate of the Chief Executive Officer of DEC setting forth details as to such occurrence and action, if any, which DEC or any of its Subsidiaries is required or proposes to take, (vii) adopts, establishes, maintains or enters into any obligation to make contributions that are material with respect thereto; or to DEC or any of its Subsidiaries to any new employee benefit plan or multiemployer plan, a certificate of the Chief Executive Officer of DEC setting forth details as to such obligation, (fviii) the occurrence modifies in any material respect any existing employee benefit plan maintained by DEC or any of a "reportable event" its Subsidiaries or any entity which is a member of the same controlled group as DEC (other than any modification to medical, dental or other employee welfare benefit plans in the ordinary course of business) so as to materially increase its obligations thereunder, a certificate of the Chief Executive Officer of DEC setting forth details as to such modification or (ix) materially increases a contribution obligation to any multiemployer plan contributed to or required to be reported contributed to by DEC or any of its Subsidiaries or any entity which is a member of the Company under same controlled group as DEC, a certificate of the Chief Executive Officer of DEC setting forth details as to such increase. As used in this Section 4043 5.23, the terms "employee pension benefit plan," "employee welfare benefit plan," "multiemployer plan" and "employee benefit plan" shall have the meanings assigned to such terms in Section 3 of ERISA as defined in ERISA other than any event for which and the reporting requirement has been waived by term "controlled group" shall have the PBGC or a "prohibited transaction" as defined meaning assigned to such term in Section 406 of ERISA or Section 4975 414(b) and (c) of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse EffectCode.

ERISA Notices. Promptly notify Administrative Agent upon Promptly, but in any event within 30 days therafter, the occurrence of any Borrower will deliver to each of the following events Lenders, if such event is likely to have a Material Adverse Effectand when the Borrower or any Commonly Controlled Entity: (ai) gives or is required to give notice to the termination, other than a standard termination, as defined in ERISA, PBGC of any Reportable Event with respect to any Employee Pension Plan subject to Subtitle C which might constitute grounds for a termination of such plan under Title IV of ERISAERISA or the imposition of a tax under Section 4971 of the Code, or knows that the plan administrator of any such plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (bii) the Company's or any Subsidiary's receipt of receives written notice of complete or partial Withdrawal Liability under Title IV of ERISA or written notice that any Multiemployer Plan is in Reorganization or has been terminated, a copy of such notice; (iii) receives notice from the appointment PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee by a United States District Court to administer any Employee Pension Plan subject to Title IV Plan, a copy of ERISAsuch notice; (civ) the Company's or any Subsidiary's receipt of notice applies for a waiver of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, of any proceeding to terminate any Pension Plan subject to Title IV of ERISA; (d) the failure of the Company or any Subsidiary to make any payment in respect of any Pension Plan required minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (ev) the withdrawal gives notice of intent to terminate any Employee Pension Plan under Title IV of ERISA, a copy of such notice and, if reasonably requested by any of the Company or any Subsidiary from any Multiemployer Plan if the Company reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability with respect theretoLenders and permitted under applicable law, related financial information; or (fvi) fails to make any payment or contribution to any Employee Pension Plan (or Multiemployer Plan or in respect of any benefit arrangement) or makes any amendment to any Plan or benefit arrangement, in either case, which would reasonably be expected to result in the occurrence imposition of a "reportable event" Lien or the posting of a bond or other security, a certificate of the Chief Financial Officer or Controller of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower is required or proposes to be reported by the Company under Section 4043 of ERISA as defined in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse Effecttake.

ERISA Notices. Promptly notify Administrative Agent upon Promptly, but in any event within 15 days, the occurrence Company shall deliver to the Purchasers (or, if no Purchaser continues to be a Holder, such Person as the Holders of a majority in principal amount of the then outstanding Notes shall designate), if and when the Company or any of the following events if such event its Subsidiaries (i) gives or is likely required to have a Material Adverse Effect: (a) the termination, other than a standard termination, as defined in ERISA, of any Pension Plan subject give notice to Subtitle C of Title IV of ERISA; (b) the Company's or any Subsidiary's receipt of notice of the appointment of a trustee by a United States District Court to administer any Pension Plan subject to Title IV of ERISA; (c) the Company's or any Subsidiary's receipt of notice of the commencement by the Pension Benefit Guaranty Corporation, or any successor thereto, Corporation (the "PBGC") of any proceeding "reportable event" (as defined in Section 4043 of ERISA) with respect to terminate any Pension Plan subject to employee pension benefit plan which might constitute grounds for a termination of such plan under Title IV of ERISA; (d) ERISA or the failure imposition of a tax under Section 4971 of the Company Code, or any Subsidiary to make any payment in respect knows that the plan administrator of any Pension Plan such plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC, (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any multiemployer plan is in reorganization or has been terminated, a copy of such notice, (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any employee pension benefit plan, a copy of such notice, (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code; , a copy of such application, (ev) gives notice of intent to terminate any employee pension benefit plan under Title IV of ERISA, a copy of such notice and other information filed with the withdrawal PBGC or (vi) fails to make any payment or contribution to any employee pension benefit plan (or multiemployer plan or in respect of any benefit arrangement) or makes any amendment to any employee benefit plan or benefit arrangement which could result in the imposition of a lien or the posting of a bond or other security, a certificate of the Chief Financial Officer of the Company or any Subsidiary from any Multiemployer Plan setting forth details as to such occurrence and action, if any, which the Company reasonably believes that such withdrawal would give rise to the imposition of withdrawal liability with respect thereto; or (f) the occurrence of a "reportable event" which is required or proposes to be reported by take. As used in this Section 5.22, the Company under Section 4043 of ERISA as defined terms "employee pension benefit plan," "multiemployer plan" and "employee benefit plan" shall have the meanings assigned to such terms in ERISA other than any event for which the reporting requirement has been waived by the PBGC or a "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code other than a transaction for which a statutory exemption is available or an administrative exemption has been obtained which in either case is likely to have a Material Adverse EffectERISA.