Common use of ERISA Reporting Clause in Contracts

ERISA Reporting. The Borrower shall deliver to the Administrative Agent and each Lender, at the Borrower's expense, the following information at the times specified below: (a) within ten Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, a written statement of the chief financial officer or the treasurer of the Borrower describing such Termination Event and the action, if any, which the Borrower or other such entities have taken, are taking or propose to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto; (b) within ten Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Internal Revenue Code) has occurred with respect to a Plan, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or other such entities have taken, are taking or propose to take with respect thereto, except where the liability resulting therefrom could not reasonably exceed $1,000,000; (c) within ten Business Days after the request by Administrative Agent therefor, after the filing thereof with the Department of Labor, Internal Revenue Service or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan which is a defined benefit plan as defined in ERISA ss.3(35); (d) within ten Business Days after the request by Administrative Agent therefor, after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of each actuarial report for any Plan which is a defined benefit plan as defined in ERISA ss.3(35) or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within ten Business Days upon the occurrence thereof, notification of any increase in the benefits of any existing Plan (other than payroll practices) or the establishment of any new Plan (other than payroll practices) or the commencement of contributions to any Plan (other than payroll practices) to which the Borrower, any Subsidiary or any ERISA Affiliate was not previously contributing, except where the increased liability resulting therefrom could not reasonably exceed $1,000,000; (f) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (g) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (h) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of a notice regarding the imposition of withdrawal liability under a Multiemployer Plan, copies of each such notice; (i) within three Business Days after the Borrower, any Subsidiary or any ERISA Affiliate fail to make a required installment payment in excess of $100,000 or any other required payment under Section 412 of the Internal Revenue Code (as calculated by the Plan actuary or as reflected in any Plan actuarial report available before the due date for such payment) to a Plan on or before the due date for such payment, a notification of such failure; and (j) within three Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, in each case where liability resulting therefrom could reasonably be expected to exceed $1,000,000, a written statement setting forth any such event or information. For purposes of this Section 9.5., the Borrower, any Subsidiary and any ERISA Affiliate shall be deemed to know all facts known by the administrator of any Plan of which such entity is the plan sponsor. The Borrower shall establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, Internal Revenue Code, and all other Applicable Laws, and the regulations and interpretations thereunder other than to the extent that Borrower is in good faith contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation.

ERISA Reporting. The Borrower shall deliver to the Administrative Agent and each Lender, at the Borrower's expense, the following information at the times specified below: (a) within ten Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, a written statement of the chief financial officer or the treasurer of the Borrower describing such Termination Event and the action, if any, which the Borrower or other such entities have taken, are taking or propose to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto; (b) within ten Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Internal Revenue Code) has occurred with respect to a Plan, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or other such entities have taken, are taking or propose to take with respect thereto, except where the liability resulting therefrom could not reasonably exceed $1,000,000; (c) within ten Business Days after the request by Administrative Agent therefor, after the filing thereof with the Department of Labor, Internal Revenue Service or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan which is a defined benefit plan as defined in ERISA ss.3(35); (d) within ten Business Days after the request by Administrative Agent therefor, after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of each actuarial report for any Plan which is a defined benefit plan as defined in ERISA ss.3(35) or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within ten Business Days upon the occurrence thereof, notification of any increase in the benefits of any existing Plan (other than payroll practices) or the establishment of any new Plan (other than payroll practices) or the commencement of contributions to any Plan (other than payroll practices) to which the Borrower, any Subsidiary or any ERISA Affiliate was not previously contributing, except where the increased liability resulting therefrom could not reasonably exceed $1,000,000; (f) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (g) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (h) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of a notice regarding the imposition of withdrawal liability under a Multiemployer Plan, copies of each such notice; (i) within three Business Days after the Borrower, any Subsidiary or any ERISA Affiliate fail to make a required installment payment in excess of $100,000 or any other required payment under Section 412 of the Internal Revenue Code (as calculated by the Plan actuary or as reflected in any Plan actuarial report available before the due date for such payment) to a Plan on or before the due date for such payment, a notification of such failure; and (j) within three Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, in each case where liability resulting therefrom could reasonably be expected to exceed $1,000,000, a written statement setting forth any such event or information. For purposes of this Section 9.57.5., the Borrower, any Subsidiary and any ERISA Affiliate shall be deemed to know all facts known by the administrator of any Plan of which such entity is the plan sponsor. The Borrower shall establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, Internal Revenue Code, and all other Applicable Laws, and the regulations and interpretations thereunder other than to the extent that Borrower is in good faith contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation.

ERISA Reporting. The Borrower Guarantor shall deliver to the Administrative Agent and each Lender, Bank at the BorrowerGuarantor's expense, the following information at the times specified below: (a) within ten Business Days after the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate knows or has reason to know that a Termination Event has occurred, a written statement of the chief financial officer or the treasurer of the Borrower Guarantor describing such Termination Event and the action, if any, which the Borrower Guarantor or other such entities have taken, are taking or propose to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue Service, Department of Labor Labour or PBGC with respect thereto; (b) within ten Business Days after the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Internal Revenue Code) has occurred with respect to a Plan, a statement of the chief financial officer of the Borrower Guarantor, describing such transaction and the action which the Borrower Guarantor or other such entities have taken, are taking or propose to take with respect thereto, except where the liability resulting therefrom could not reasonably exceed $1,000,000; (c) within ten Business Days after the request by Administrative the Agent therefor, after the filing thereof with the Department of LaborLabour, Internal Revenue Service or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan which is a defined benefit plan as defined in ERISA ss.3(35Section 3(35); (d) within ten Business Days after the request by Administrative the Agent therefor, after receipt by the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate of each actuarial report for any Plan which is a defined benefit plan as defined in ERISA ss.3(35Section 3(35) or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; (e) within ten Business Days upon the occurrence thereof, notification of any increase in the benefits of any existing Plan (other than payroll practices) or the establishment of any new Plan (other than payroll practices) or the commencement of contributions to any Plan (other than payroll practices) to which the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate was not previously contributing, contributing except where the increased liability resulting therefrom could not reasonably exceed $1,000,000; (f) within ten Business Days after receipt by the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (g) within ten Business Days after receipt by the Borrower, Guarantor any Subsidiary or any ERISA Affiliate of any unfavorable unfavourable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (h) within ten Business Days after receipt by the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate of a notice regarding the imposition of withdrawal liability under a Multiemployer Plan, copies of each such notice; (i) within three Business Days after the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate fail to make a required installment instalment payment in excess of $100,000 or any other required payment under Section 412 of the Internal Revenue Code (as calculated by the Plan actuary or as reflected in any Plan actuarial report available before the due date for such payment) to a Plan on or before the due date for such payment, a notification of such failure; and (j) within three Business Days after the BorrowerGuarantor, any Subsidiary or any ERISA Affiliate knows (ai) a Multiemployer Plan has been terminated, (bii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (ciii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, Plan in each case where liability resulting therefrom could reasonably be expected to exceed $1,000,000, a written statement setting forth any such event or information. For purposes of this Section 9.5.Clause 12.1.4, the BorrowerGuarantor, any Subsidiary and or any ERISA Affiliate shall be deemed to know all facts known by the administrator of any Plan of which such entity is the plan sponsor. The Borrower shall establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, the Internal Revenue Code, and all other Applicable Laws, and the regulations and interpretations thereunder other than to the extent that Borrower the Guarantor is in good faith contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation.

ERISA Reporting. The Borrower shall deliver to the Administrative Agent and each Lender, at the Borrower's expense, the following information at the times specified as and when provided below: (ai) as soon as possible, and in any event within ten Business Days twenty (20) days after the Borrower, any Subsidiary Borrower or any ERISA Affiliate of Borrower knows or has reason to know that a Termination Event has occurred, a written statement of the chief financial officer or the treasurer an Authorized Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower or other such entities have ERISA Affiliate of Borrower has taken, are is taking or propose proposes to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue ServiceService ("IRS"), the Department of Labor ("DOL") or PBGC with respect thereto; (bii) as soon as possible, and in any event within ten Business Days thirty (30) days after the Borrower, any Subsidiary Borrower or any ERISA Affiliate of Borrower knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) for which a statutory or class exemption is not available or a private exemption has occurred with respect to a Plannot previously been obtained from the DOL has occurred, a written statement of the chief financial officer an Authorized Officer of the Borrower describing such transaction and the action which the Borrower or other such entities have taken, are taking or propose to take with respect thereto, except where the liability resulting therefrom could not reasonably exceed $1,000,000transaction; (ciii) within ten Business Days after the request by Administrative Agent therefor, promptly after the filing thereof with the Department of LaborDOL, Internal Revenue Service IRS or PBGC, copies of each annual report (form 5500 series)report, including Schedule schedule B thereto, filed with respect to each Plan which is a defined benefit plan as defined in ERISA ss.3(35)Benefit Plan; (div) within ten Business Days promptly after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan and all communications received by Administrative Agent therefor, after receipt by the Borrower, any Subsidiary Borrower or any ERISA Affiliate of each actuarial report for any Plan which is a defined benefit plan as defined in ERISA ss.3(35) or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each Borrower with respect to such reportrequest; (ev) within ten Business Days promptly upon the occurrence thereof, notification of any increase increases in the benefits of any existing Benefit Plan (other than payroll practices) or the establishment of any new Plan (other than payroll practices) or the commencement of contributions to any Plan (other than payroll practices) to which the Borrower, any Subsidiary Borrower or any ERISA Affiliate of Borrower was not previously contributing, except where the increased liability resulting therefrom could not reasonably exceed $1,000,000; (fvi) promptly upon, and in any event within ten (10) Business Days after after, receipt by the Borrower, any Subsidiary Borrower or any ERISA Affiliate of Borrower of notice of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit PlanPlan or notice is given by Borrower or any ERISA Affiliate of Borrower to terminate any Benefit Plan or freeze or suspend benefits thereunder, copies of each such notice; (gvii) promptly upon, and in any event within ten (10) Business Days after after, receipt by the Borrower, any Subsidiary Borrower or any ERISA Affiliate of any Borrower of an unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (hviii) promptly upon, and in any event within ten (10) Business Days after after, receipt by the Borrower, any Subsidiary Borrower or any ERISA Affiliate of Borrower of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability under a Multiemployer Planliability, copies of each such notice;; and (iix) promptly upon, and in any event within three twenty (20) Business Days after the Borrowerafter, any Subsidiary Borrower or any ERISA Affiliate fail of Borrower fails to make a required installment payment in excess under subsection (m) of $100,000 or any other required payment under Section 412 of the Internal Revenue Code (as calculated by the Plan actuary or as reflected in any Plan actuarial report available before the due date for such payment) to a Plan other payment required under Section 412 on or before the due date for such installment or payment, a notification of such failure; and (j) within three Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, in each case where liability resulting therefrom could reasonably be expected to exceed $1,000,000, a written statement setting forth any such event or information. For purposes of this Section 9.5., the Borrower, any Subsidiary and any ERISA Affiliate shall be deemed to know all facts known by the administrator of any Plan of which such entity is the plan sponsor. The Borrower shall establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, Internal Revenue Code, and all other Applicable Laws, and the regulations and interpretations thereunder other than to the extent that Borrower is in good faith contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation.

ERISA Reporting. The Borrower shall deliver to the Administrative Agent and each Lender, at the Borrower's expense, the following information at the times specified information, if applicable, as and when provided below: (ai) as soon as possible, and in any event within ten Business Days (10) days after the Borrower, any Subsidiary Borrower or any an ERISA Affiliate of Borrower knows or has reason to know that a Termination Event has occurred, a written statement of the chief financial officer or the treasurer an Authorized Officer of the Borrower describing such Termination Event and the action, if any, which the Borrower or other such entities have ERISA Affiliate of Borrower has taken, are is taking or propose proposes to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue ServiceService ("IRS"), the Department of Labor ("DOL") or PBGC with respect thereto; (bii) as soon as possible, and in any event within ten Business Days thirty (30) days, after the Borrower, any Subsidiary Borrower or any an ERISA Affiliate of Borrower knows or has reason to know that a non-exempt prohibited transaction (as defined in Sections Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred with respect to a Planoccurred, a statement of the chief financial officer an Authorized Officer of the Borrower describing such transaction and the action which the Borrower or other such entities have taken, are taking or propose to take with respect thereto, except where the liability resulting therefrom could not reasonably exceed $1,000,000transaction; (ciii) within ten Business Days after the request by Administrative Agent therefor, promptly after the filing thereof with the Department of LaborIRS, Internal Revenue Service or PBGC, copies a copy of each annual report (form 5500 series), including Schedule B thereto, funding waiver request filed with respect to each any Benefit Plan which is a defined benefit plan as defined in ERISA ss.3(35); (d) within ten Business Days after the request and all communications received by Administrative Agent therefor, after receipt by the Borrower, any Subsidiary Borrower or any ERISA Affiliate of each actuarial report for any Plan which is a defined benefit plan as defined in ERISA ss.3(35) or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each Borrower with respect to such reportrequest; (eiv) promptly upon, and in any event within ten four (4) Business Days upon the occurrence thereofafter, notification of any increase in the benefits of any existing Plan (other than payroll practices) receipt by Borrower or the establishment of any new Plan (other than payroll practices) or the commencement of contributions to any Plan (other than payroll practices) to which the Borrower, any Subsidiary or any an ERISA Affiliate was not previously contributing, except where the increased liability resulting therefrom could not reasonably exceed $1,000,000; (f) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate of Borrower of the PBGC's intention to terminate a Benefit Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; (gv) promptly upon, and in any event within ten four (4) Business Days after after, receipt by the Borrower, any Subsidiary Borrower or any an ERISA Affiliate of any unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter; (h) within ten Business Days after receipt by the Borrower, any Subsidiary or any ERISA Affiliate Borrower of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability under a Multiemployer Planliability, copies of each such notice;; and (ivi) promptly upon, and in any event within three ten (10) Business Days after the Borrowerafter, any Subsidiary either Borrower or any an ERISA Affiliate fail of Borrower fails to make a required installment payment in excess under Subsection (m) of $100,000 or any other required payment under Section 412 of the Internal Revenue Code (as calculated by the Plan actuary or as reflected in any Plan actuarial report available before the due date for such payment) to a Plan other payment required under Section 412 on or before the due date for such installment or payment, a notification of such failure; and (j) within three Business Days after the Borrower, any Subsidiary or any ERISA Affiliate knows (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, in each case where liability resulting therefrom could reasonably be expected to exceed $1,000,000, a written statement setting forth any such event or information. For purposes of this Section 9.5., the Borrower, any Subsidiary and any ERISA Affiliate shall be deemed to know all facts known by the administrator of any Plan of which such entity is the plan sponsor. The Borrower shall establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, Internal Revenue Code, and all other Applicable Laws, and the regulations and interpretations thereunder other than to the extent that Borrower is in good faith contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation.