Common use of ERISA Reporting Requirements Clause in Contracts

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. Borrower shall furnish or cause to be furnished to Administrative Agent: (a) Promptly promptly and in any event (i) within 30 thirty (30) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Credit Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly and in any event within two (2) Domestic Business Days after receipt thereof by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate of the PBGC's ’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Credit Party of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Credit Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Credit Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmulti-employer plan (as defined in Section 4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification notification within three (3) Domestic Business Days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Credit Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined would not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code has been made with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of such event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of provided under any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing, which could reasonably be expected in any such case to result in an additional material liability to the Borrower; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code has been made with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of such event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of provided under any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing, which could reasonably be expected in any such case to result in an additional material liability to the Borrower; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its their Controlled Group knows or has reason to know actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days Business Days after the Borrower or any member of its Controlled Group knows or has reason to know actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its their Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know actual knowledge that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly Within 10 Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days Business Days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code has been made with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of such event that is given to the PBGC; (b) Promptly and in any event within two ten Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGCBorrower, copies of each notice received by the Borrower or any member of its Controlled Group from the PBGC of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after upon the filing thereof by request of the Administrative Agent, copies of each annual report (including Schedule B thereto, if applicable) with respect to each Plan subject to Title IV of ERISA of which Borrower or any member of its Controlled Group with is the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan"plan sponsor"; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereofthereof by the Borrower, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of provided under any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing, which could reasonably be expected in any such case to result in an additional material liability to the Borrower; (gf) Notification within three five Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within five Business Days after receipt by the Borrower of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. Borrower shall furnish, or cause to be furnished, to Administrative Agent: (a) Promptly and in any event (i) within 30 thirty (30) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 fifteen (15) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two five (5) Domestic Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by Borrower or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon Borrower or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in section 4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification within three five (5) Domestic Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined would not result in a Material Adverse Change.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan of any notice, determination letter, ruling or opinion which the Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributingcontributing which would in either case result in a material liability to the Borrower; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower Borrower, or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower Borrower, or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower Borrower, or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower Borrower, or any member of its Controlled Group knows or has reason to know that the Borrower Borrower, or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower Borrower, or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Parent, the Borrower or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Parent, the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Parent, the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Parent, the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Parent, the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Parent, the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Parent, the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Parent, the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Parent, the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Parent, the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Parent, the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Parent, the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Parent, the Borrower or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Parent, the Borrower or any member of its Controlled Group knows or has reason to know that the Parent, the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Parent, the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan of any notice, determination letter, ruling or opinion the which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributingcontributing which would in either case result in a material liability to the Borrower; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. Borrower shall furnish or ---------------------------- cause to be furnished to Agent: (a) Promptly and in any event (i) within 30 thirty (30) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two five (5) Domestic Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by Borrower or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon Borrower or any ERISA Affiliate, and a statement from the chief financial officer a Financial Officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in section 4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification within three five (5) Domestic Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan, and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect on Borrower or any ERISA Affiliate.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in upon the request of any event within 30 days after the filing thereof by the Lender, copies of each annual report (including Schedule B thereto, if applicable) with respect to each Plan of which Borrower or any member of its Controlled Group with is the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan"plan sponsor"; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA which could reasonably be expected to have a Material Adverse Effect, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of after any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributingcontributing which could in any such situations reasonably be expected to have a Material Adverse Effect; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. Parent and each Borrower shall furnish, or cause to be furnished, to Administrative Agent: (a) Promptly promptly and in any event (i) within 30 thirty (30) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Plan of the Borrower any Credit Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly and in any event within two (2) Domestic Business Days after receipt thereof by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Credit Party of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Credit Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon any Credit Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in section 4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification notification within three (3) Domestic Business Days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Credit Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined would not have a Material Adverse Effect.

ERISA Reporting Requirements. Borrower shall furnish or cause to be furnished to the Administrative Agent: (a) Promptly and in any event (i) within 30 15 days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Benefit Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Benefit Plan; (c) Promptly and in any event within 30 15 days after the filing thereof receipt by the Borrower or of a request therefor by any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCLender, copies of each any annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Benefit Plan filed by Borrower or any member of its Controlled Group receives from the PBGC, ERISA Affiliate with the United States Department of Labor Labor, the IRS or the Internal Revenue Service with respect to any PlanPBGC; (ed) Promptly, and in any event within 10 ten Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Benefit Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon Borrower or any ERISA Affiliate, and a statement from the chief financial officer a Responsible Officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification within 30 days of Promptly, and in any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (g) Notification event within three Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Benefit Plan under a distress termination within the meaning of Section 4041(c) of ERISA notification thereof and a copy of such notice; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Benefit Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Benefit Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Effect.

ERISA Reporting Requirements. Borrower shall furnish or ---------------------------- cause to be furnished to Agent: (a) Promptly and in any event (i) within 30 fifteen (15) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Benefit Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two (2) Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Benefit Plan; (c) Promptly and in any event within 30 fifteen (15) days after the filing thereof receipt by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCa request therefor by a Bank, copies of each any annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Benefit Plan filed by Borrower or any member of its Controlled Group receives from the PBGC, ERISA Affiliate with the United States Department of Labor Labor, the IRS or the Internal Revenue Service with respect to any PlanPBGC; (ed) Promptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Benefit Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon Borrower or any ERISA Affiliate, and a statement from the chief financial officer a Responsible Officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (ge) Notification within three (3) Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Benefit Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Benefit Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Benefit Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Effect.

ERISA Reporting Requirements. Borrower shall furnish, ---------------------------- or cause to be furnished, to Administrative Agent: (a) Promptly promptly and in any event (i) within 30 thirty (30) days after the Borrower or any member ERISA Affiliate receives notice from any regulatory agency of its Controlled Group the commencement of an audit, investigation or similar proceeding with respect to a Plan, and (ii) within ten (10) days after Borrower or any ERISA Affiliate contacts the Internal Revenue Service for the purpose of participation in a closing agreement or any voluntary resolution program with respect to a Plan or knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly and in any event within two Business Days thirty (30) days after the receipt thereof by the Borrower of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (dc) Promptly and in any event notification within 30 thirty (30) days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days effective date thereof of any material increases in the benefits benefits, or material change in the funding method, of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in section 4001(a)(3) of ERISA), or the establishment of any material new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group ERISA Affiliate was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hd) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Change.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code has been made with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of such event that is given to the PBGC; (b) Promptly and in any event within two ten Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of provided under any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing, which could reasonably be expected in any such case to result in an additional material liability to the Borrower; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code has been made with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of such event that is given to the PBGC; (b) Promptly and in any event within two ten Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto;giving (fe) Notification within 30 days of any material increases in the benefits of provided under any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing, which could reasonably be expected in any such case to result in an additional material liability to the Borrower; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. The Borrower and Operating shall furnish, or cause to be furnished, to Administrative Agent: (a) Promptly promptly, and in any event (i) within 30 thirty (30) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 fifteen (15) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly, and in any event within two five (5) Business Days after receipt thereof by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly, and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Borrower-Related Party of a request therefor by a Lender, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by in Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Borrower-Related Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate was not previously contributing;; and (gf) Notification notification within three five (5) Business Days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Borrower-Related Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. Borrower and all loan parties shall furnish or cause to be furnished to the Lender: (a) Promptly promptly and in any event (i) within 30 thirty (30) days after the Borrower or any member of its Controlled Group loan parties any ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Grouploan parties or any ERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly and in any event within two (2) Domestic Business Days after receipt thereof by the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate of the PBGC's ’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower of a request therefor by Lender, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon Borrower or any loan parties or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower or any loan parties or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or any loan parties or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmulti-employer plan (as defined in section 4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification notification within three (3) Domestic Business Days after the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate knows or has reason to know that the Borrower any such Credit Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group loan parties or any ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined would not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. Parent and Borrower shall furnish, or cause to be furnished, to Administrative Agent: (a) Promptly promptly, and in any event (i) within 30 thirty (30) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 56 62 fifteen (15) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Credit Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly, and in any event within two five (5) Domestic Business Days after receipt thereof by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly, and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Credit Party of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Credit Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by in Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Credit Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in Section 4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification notification within three five (5) Domestic Business Days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Credit Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined would not result in a Material Adverse Change.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or of the filing of a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of such event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after upon the filing thereof by request of the Administrative Lender, copies of each annual report (including Schedule B thereto, if applicable) with respect to each Plan of which Borrower or any member of its Controlled Group with is the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan"plan sponsor"; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA which could reasonably be expected to have a Material Adverse Effect, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of after any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributingcontributing which could in any such situations reasonably be expected to have a Material Adverse Effect; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. The Borrower shall furnish or cause to be furnished to Agent: (a) Promptly and in any event (i) within 30 fifteen (15) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Benefit Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two (2) Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Benefit Plan; (c) Promptly and in any event within 30 fifteen (15) days after the filing thereof receipt by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCa request therefor by a Bank, copies of each any annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion Benefit Plan filed by the Borrower or any member of its Controlled Group receives from the PBGC, ERISA Affiliate with the United States Department of Labor Labor, the IRS or the Internal Revenue Service with respect to any PlanPBGC; (ed) Promptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Benefit Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon the Borrower or any ERISA Affiliate, and a statement from the chief financial officer a Responsible Officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (ge) Notification within three (3) Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Benefit Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court (i) claims made by participants or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group beneficiaries with respect to any Plan.Benefit Plan and

ERISA Reporting Requirements. The Borrower and Operating shall furnish, or cause to be furnished, to the Administrative Agent: (a) Promptly promptly, and in any event (i) within 30 thirty (30) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 fifteen (15) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly, and in any event within two five (5) Business Days after receipt thereof by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate of the PBGC's ’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly, and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Borrower-Related Party of a request therefor by a Lender, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by in Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Borrower-Related Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto;; and (fe) Notification notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; five (g5) Notification within three Business Days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Borrower-Related Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributingcontributing which would in either case result in a material liability to the Borrower; (gf) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower a Responsible Officer or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code has been made with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of such event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower a Responsible Officer or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan;each (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereofthereof by a Responsible Officer, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of provided under any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing, which could reasonably be expected in any such case to result in an additional material liability to the Borrower; (gf) Notification within three Business Days after the Borrower a Responsible Officer or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt by a Responsible Officer of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. The Borrower and Parent shall furnish, or cause to be furnished, to the Administrative Agent: (a) Promptly promptly, and in any event (i) within 30 thirty (30) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 fifteen (15) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly, and in any event within two five (5) Business Days after receipt thereof by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate of the PBGC's ’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly, and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Borrower-Related Party of a request therefor by a Lender, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by in Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Borrower-Related Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto;; and (fe) Notification notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; five (g5) Notification within three Business Days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Borrower-Related Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. Borrower shall furnish, or cause to be furnished, to Agent: (a) Promptly and in any event (i) within 30 thirty (30) days after the Borrower or any member ERISA Affiliate receives notice from any regulatory agency of its Controlled Group the commencement of an audit, investigation or similar proceeding with respect to a Plan, and (ii) within ten (10) days after Borrower or any ERISA Affiliate contacts the Internal Revenue Service for the purpose of participation in a closing agreement or any voluntary resolution program with respect to a Plan or knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days thirty (30) days after the receipt thereof by the Borrower of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fc) Notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits benefits, or material change in the funding method, of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in section 4001(a)(3) of ERISA), or the establishment of any material new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group ERISA Affiliate was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hd) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Change.

ERISA Reporting Requirements. The Borrower shall furnish to the Administrative Agent and each Lender: (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer a Financial Officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof If requested by the Borrower or any member of its Controlled Group from the PBGCAdministrative Agent, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan of any notice, determination letter, ruling or opinion which the Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ec) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Multiemployer Plan concerning potential the assessment of withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fd) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributingcontributing which would in either case, result in a liability to the Borrower or to any member of its Controlled Group in excess of $3,000,000; (ge) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA or that the PBGC intends to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, and a copy of any such noticenotice received from or filed with the PBGC; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any PlanPlan or foreign employee benefit plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Parent, the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Parent, the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Parent, the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Parent, the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Parent, the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Parent, the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereofPlan of which the Parent, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Parent, the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Parent, the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Parent, the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Parent, the Borrower or any member of its Controlled Group was not previously contributingcontributing which would in either case result in a material liability to the Parent or the Borrower; (gf) Notification within three Business Days after the Parent, the Borrower or any member of its Controlled Group knows or has reason to know that the Parent, the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Parent, the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. Each Loan Party shall furnish or cause to be furnished to Lender: (a) Promptly and in any event (i) within 30 fifteen (15) days after the Borrower such Loan Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Reportable Event described in clause (a) of the definition of ERISA Reportable Event or any event described in Section section 4063(a) of ERISA with respect to any Benefit Plan of the Borrower such Loan Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower such Loan Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Reportable Event with respect to any Benefit Plan of the Borrower such Loan Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Benefit Plan of the Borrower such Loan Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two five (5) Business Days after receipt thereof by the Borrower any Loan Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower such Loan Party or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan;any (c) Promptly and in any event within 30 fifteen (15) days after the filing thereof receipt by any Loan Party of a request therefor by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCLender, copies of each any annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower Benefit Plan filed by such Loan Party or any member of its Controlled Group receives from the PBGC, ERISA Affiliate with the United States Department of Labor Labor, the IRS or the Internal Revenue Service with respect to any PlanPBGC; (ed) Promptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower any Loan Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Benefit Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon such Loan Party or any ERISA Affiliate, and a statement from the chief financial officer a Responsible Officer of the Borrower such Loan Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Loan Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (ge) Notification within three (3) Business Days after the Borrower any Loan Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower such Loan Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Benefit Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Benefit Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, Governmental Authority affecting the Borrower any Loan Party or any member of its Controlled Group ERISA Affiliate with respect to any Benefit Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower Parent or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower Parent or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower Parent or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower Parent or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower Parent or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower Parent or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower Parent or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower Parent or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower Parent or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower Parent or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower Parent or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower Parent or any member of its Controlled Group was not previously contributingcontributing which would in either case result in a material liability to the Parent; (gf) Notification within three Business Days after the Borrower Parent or any member of its Controlled Group knows or has reason to know that the Borrower Parent or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower Parent or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. Borrower or an ERISA Affiliate, as applicable, shall furnish or cause to be furnished to Administrative Agent: (a) Promptly and in any event (i) within 30 thirty (30) days after the Borrower or any member of its Controlled Group such ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, occurred and (ii) within 10 days after the Borrower or any member of its Controlled Group such ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Groupoccurred, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of or event that is given to the PBGC; (b) Promptly and in any event within two ten (10) Domestic Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group such ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report thirty (including Schedule B thereto30) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the that Borrower or any member of its Controlled Group ERISA Affiliate receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (ed) Promptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification promptly and in any event within 30 thirty (30) days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new PlansPlan, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification within three ten (10) Domestic Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days Business Days after the Borrower or any member of its Controlled Group knows or has reason to know current actual knowledge that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two ten Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGCBorrower, copies of each notice received by the Borrower or any member of its Controlled Group from the PBGC of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan subject to Title IV of any notice, determination letter, ruling or opinion the ERISA of which Borrower or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ed) Promptly, and in any event within 10 Business Days after receipt thereofthereof by the Borrower, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (fe) Notification within 30 days of any material increases in the benefits of provided under any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing, which could reasonably be expected in any such case to result in an additional material liability to the Borrower; (gf) Notification within three five Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly Within five Business Days after receipt by the Borrower of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, except those which, in the aggregate, if adversely determined could not reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. Borrower shall furnish or ---------------------------- cause to be furnished to the Agent: (a) Promptly and in any event (i) within 30 fifteen (15) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Benefit Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two (2) Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Benefit Plan; (c) Promptly and in any event within 30 fifteen (15) days after the filing thereof receipt by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCa request therefor by a Bank, copies of each any annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Benefit Plan filed by Borrower or any member of its Controlled Group receives from the PBGC, ERISA Affiliate with the United States Department of Labor Labor, the IRS or the Internal Revenue Service with respect to any PlanPBGC; (ed) Promptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Benefit Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon Borrower or any ERISA Affiliate, and a statement from the chief financial officer a Responsible Officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (ge) Notification within three (3) Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Benefit Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Benefit Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Benefit Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Effect.

ERISA Reporting Requirements. Parent and Borrower shall furnish, or cause to be furnished, to Administrative Agent: (a) Promptly promptly and in any event (i) within 30 thirty (30) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Credit Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly and in any event within two (2) Domestic Business Days after receipt thereof by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Credit Party of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Credit Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Credit Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in Section 4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification notification within three (3) Domestic Business Days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Credit Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hg) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined would not have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know knowledge that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two three Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGCGroup, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after upon the filing thereof by request of the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCAdministrative Agent, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each PlanPlan covering employees of the Borrower or any of its Subsidiaries; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Multiemployer Plan or Plan subject to Section 4064 of ERISA concerning potential withdrawal liability pursuant to Section 4064, 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (ge) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hf) Promptly Within three Business Days after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan, which, in the aggregate, if adversely determined could reasonably be expected to have a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower either Borrower, or any member of its their Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the such Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the such Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the such Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower such Borrower, or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the either Borrower or any member of its their Controlled Group from the PBGC, copies of each notice received by the such Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the either Borrower or any member of its their Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the either Borrower or any member of its their Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the either Borrower or any member of its their Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the such Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the such Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower either Borrower, or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower Borrower, or any member of its Controlled Group knows or has reason to know that the Borrower either Borrower, or any such member of its their Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower Borrower, or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. The Borrower shall furnish or cause to be furnished to Agent: (a) Promptly and in any event (i) within 30 fifteen (15) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Reportable Event described in clause (a) of the definition of ERISA Reportable Event or any event described in Section section 4063(a) of ERISA with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Reportable Event with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Benefit Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two five (5) Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Benefit Plan; (c) Promptly and in any event within 30 fifteen (15) days after the filing thereof receipt by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCa request therefor by a Bank, copies of each any annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion Benefit Plan filed by the Borrower or any member of its Controlled Group receives from the PBGC, ERISA Affiliate with the United States Department of Labor Labor, the IRS or the Internal Revenue Service with respect to any PlanPBGC; (ed) Promptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Benefit Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon the Borrower or any ERISA Affiliate, and a statement from the chief financial officer a Responsible Officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (ge) Notification within three (3) Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Benefit Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Benefit Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Benefit Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower Parent or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower Parent or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower Parent or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower Parent or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower Parent or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof If requested by the Borrower or any member of its Controlled Group from the PBGCAdministrative Lender, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly and in any event within 30 days after the filing thereof by the Borrower Parent or any member of its Controlled Group with the United States Department of Labor, Labor or the Internal Revenue Service or the PBGCService, copies of each annual and other report (including Schedule B thereto, if applicable) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy Plan of any notice, determination letter, ruling or opinion which the Borrower Parent or any member of its Controlled Group receives from is the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan"plan sponsor"; (ec) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower Parent or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Multiemployer Plan concerning potential the assessment of withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower Parent or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower Parent or such member of its Controlled Group is taking or proposes to take with respect thereto; (fd) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower Parent or any member of its Controlled Group was not previously contributingcontributing which would in either case, result in a liability to the Parent or to any member of its Controlled Group in excess of $3,000,000; (ge) Notification within three Business Days after the Borrower Parent or any member of its Controlled Group knows or has reason to know that the Borrower Parent or any such member of its Controlled Group has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA or that the PBGC intends to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, and a copy of any such noticenotice received from or filed with the PBGC; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower Parent or any member of its Controlled Group with respect to any PlanPlan or foreign employee benefit plan, except those which, in the aggregate, if adversely determined could not have a Material Adverse Effect.

ERISA Reporting Requirements. Borrower and Operating shall furnish, or cause to be furnished, to Administrative Agent: (a) Promptly promptly, and in any event (i) within 30 thirty (30) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(aSection4063(a) of ERISA with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 fifteen (15) days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Credit Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly, and in any event within two five (5) Domestic Business Days after receipt thereof by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly, and in any event within 30 thirty (30) days after the filing thereof receipt by the Borrower any Credit Party of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Credit Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Domestic Business Days after receipt thereof, a copy of any correspondence the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by in Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Credit Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Credit Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (fe) Notification notification within 30 thirty (30) days of the effective date thereof of any material increases in the benefits of any existing Plan which is not a Multiemployer Planmulti-employer plan (as defined in Section4001(a)(3) of ERISA), or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate was not previously contributing; (gf) Notification notification within three five (5) Domestic Business Days after the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Credit Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(cSection4041(c) of ERISA and a copy of such notice; and (hg) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower any Credit Party or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined would not result in a Material Adverse Change.

ERISA Reporting Requirements. Borrower shall furnish, or ---------------------------- cause to be furnished, to Administrative Agent: (a) Promptly promptly and in any event (i) within 30 thirty (30) days after the Borrower or any member ERISA Affiliate receives notice from any regulatory agency of its Controlled Group the commencement of an audit, investigation or similar proceeding with respect to a Plan, and (ii) within ten (10) days after Borrower or any ERISA Affiliate contacts the Internal Revenue Service for the purpose of participation in a closing agreement or any voluntary resolution program with respect to a Plan or knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly and in any event within two Business Days thirty (30) days after the receipt thereof by the Borrower of a request therefor by a Bank, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (dc) Promptly and in any event notification within 30 thirty (30) days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days effective date thereof of any material increases in the benefits benefits, or material change in the funding method, of any existing Plan which is not a Multiemployer Planmultiemployer plan (as defined in section 4001(a)(3) of ERISA), or the establishment of any material new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group ERISA Affiliate was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (hd) Promptly promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Change.

ERISA Reporting Requirements. The Borrower shall furnish or cause to be furnished to Agent: (a) Promptly and in any event (i) within 30 fifteen (15) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section section 4063(a) of ERISA with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 ten (10) days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Benefit Plan of the Borrower or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section section 412 of the Code with respect to any Benefit Plan of the Borrower or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two (2) Business Days after receipt thereof by the Borrower or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Benefit Plan; (c) Promptly and in any event within 30 fifteen (15) days after the filing thereof receipt by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGCa request therefor by a Bank, copies of each any annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion Benefit Plan filed by the Borrower or any member of its Controlled Group receives from the PBGC, ERISA Affiliate with the United States Department of Labor Labor, the IRS or the Internal Revenue Service with respect to any PlanPBGC; (ed) Promptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by Section section 4001(a)(10) of ERISA) of any Benefit Plan concerning potential asserting withdrawal liability pursuant to Section section 4219 or 4202 of ERISAERISA upon the Borrower or any ERISA Affiliate, and a statement from the chief financial officer a Responsible Officer of the Borrower or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (ge) Notification within three (3) Business Days after the Borrower or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Benefit Plan under a distress termination within the meaning of Section section 4041(c) of ERISA and a copy of such notice; and (hf) Promptly after receipt of written notice of commencement thereof, notice of all (i) claims made by participants or beneficiaries with respect to any Benefit Plan and (ii) actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group ERISA Affiliate with respect to any Benefit Plan, except those which, in the aggregate, if adversely determined could not result in a Material Adverse Effect.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower Borrower, the Parent or any member of its their Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Parent or the Borrower or any member of its their Controlled Group has occurred, and (ii) within 10 days after the Borrower Borrower, the Parent or any member of its their Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Parent, the Borrower or any member of its their Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower Borrower, the Parent or any member of its their Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Parent, the Borrower or any member of its their Controlled Group from the PBGC, copies of each notice received by the Parent or the Borrower or any member of its their Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower Borrower, the Parent or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its their Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Parent, the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the parent, the Borrower or such member of its their Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower Borrower, the Parent or any member of its their Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower Borrower, the Parent or any member of its their Controlled Group knows or has reason to know that the Borrower Borrower, the Parent or any such member of its their Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower Borrower, the Parent or any member of its their Controlled Group with respect to any Plan.

ERISA Reporting Requirements. The Borrower and Parent shall furnish, or cause to be furnished, to the Lender: (a) Promptly promptly, and in any event (i) within 30 thirty (30) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred, and (ii) within 10 fifteen (15) days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower any Borrower-Related Party or any member of its Controlled GroupERISA Affiliate has been made, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly promptly, and in any event within two five (5) Business Days after receipt thereof by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate from the PBGC, copies of each notice received by the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate of the PBGC's ’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly promptly, and in any event within 30 thirty (30) days after the filing thereof receipt by any Borrower-Related Party of a request therefor by the Borrower Lender, copies of any annual and other report (including Schedule B thereto) with respect to a Plan filed by any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptlypromptly, and in any event within 10 ten (10) Business Days after receipt thereof, a copy of any correspondence the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate receives from the Plan Sponsor (as defined by in Section 4001(a)(10) of ERISA) of any Plan concerning potential asserting withdrawal liability pursuant to Section 4219 or 4202 of ERISAERISA upon any Borrower-Related Party or any ERISA Affiliate, and a statement from the chief financial officer of the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower such Borrower-Related Party or such member of its Controlled Group ERISA Affiliate is taking or proposes to take with respect thereto;; and (fe) Notification notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; five (g5) Notification within three Business Days after the Borrower any Borrower-Related Party or any member of its Controlled Group ERISA Affiliate knows or has reason to know that the Borrower any such Borrower-Related Party or any such member of its Controlled Group ERISA Affiliate has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower or any member of its Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Borrower or any member of its Controlled Group has occurred, and (ii) within 10 days after the Borrower or any member of its Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Borrower or any member of its Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower or any member of its Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of its Controlled Group from the PBGC, copies of each notice received by the Borrower or any member of its Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan; (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the Borrower or such member of its Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower or any member of its Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower or any member of its Controlled Group knows or has reason to know that the Borrower or any such member of its Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any member of its Controlled Group with respect to any Plan.

ERISA Reporting Requirements. (a) Promptly and in any event (i) within 30 days after the Borrower Borrower, the Parent or any member of its their Controlled Group knows or has reason to know that any ERISA Event described in clause (a) of the definition of ERISA Event or any event described in Section 4063(a) of ERISA with respect to any Plan of the Parent or the Borrower or any member of its their Controlled Group has occurred, and (ii) within 10 days after the Borrower Borrower, the Parent or any member of its their Controlled Group knows or has reason to know that any other ERISA Event with respect to any Plan of the Parent, the Borrower or any member of its their Controlled Group has occurred or a request for a minimum funding waiver under Section 412 of the Code with respect to any Plan of the Borrower Borrower, the Parent or any member of its their Controlled Group, a written notice describing such event and describing what action is being taken or is proposed to be taken with respect thereto, together with a copy of any notice of event that is given to the PBGC; (b) Promptly and in any event within two Business Days after receipt thereof by the Parent, the Borrower or any member of its their Controlled Group from the PBGC, copies of each notice received by the Parent or the Borrower or any member of its their Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan; (c) Promptly and in any event within 30 days after the filing thereof by the Borrower Borrower, the Parent or any member of its Controlled Group with the United States Department of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report (including Schedule B thereto) with respect to each Plan;; 66 (d) Promptly and in any event within 30 days after receipt thereof, a copy of any notice, determination letter, ruling or opinion the Borrower or any member of its Controlled Group receives from the PBGC, the United States Department of Labor or the Internal Revenue Service with respect to any Plan; (e) Promptly, and in any event within 10 Business Days after receipt thereof, a copy of any correspondence the Borrower or any member of its their Controlled Group receives from the Plan Sponsor (as defined by Section 4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief financial officer of the Parent, the Borrower or such member of its Controlled Group setting forth details as to the events giving rise to such potential withdrawal liability and the action which the parent, the Borrower or such member of its their Controlled Group is taking or proposes to take with respect thereto; (f) Notification within 30 days of any material increases in the benefits of any existing Plan which is not a Multiemployer Plan, or the establishment of any new Plans, or the commencement of contributions to any Plan to which the Borrower Borrower, the Parent or any member of its their Controlled Group was not previously contributing; (g) Notification within three Business Days after the Borrower Borrower, the Parent or any member of its their Controlled Group knows or has reason to know that the Borrower Borrower, the Parent or any such member of its their Controlled Group has or intends to file a notice of intent to terminate any Plan under a distress termination within the meaning of Section 4041(c) of ERISA and a copy of such notice; and (h) Promptly after receipt of written notice of commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower Borrower, the Parent or any member of its their Controlled Group with respect to any Plan.