Common use of Notices Regarding Plans and Benefit Arrangements Clause in Contracts

Notices Regarding Plans and Benefit Arrangements. (A) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1) any Prohibited Transaction that could subject the Company or any member of the Controlled Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; (2) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; (3) any partial or complete withdrawal from a Multiemployer Plan, by the Company or any member of the Controlled Group under Title IV of ERISA (or assertion thereof), which such withdrawal is likely to result in a material liability; (4) any withdrawal by the Company or any member of the Controlled Group from a Multiple Employer Plan; (5) any failure by the Company or any member of the Controlled Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k) of ERISA; or (6) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Aa) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) shall be given to the Agent by the Borrower of: : (1i) any Prohibited Transaction that could subject Reportable Event with respect to the Company Borrower or any member of the Controlled ERISA Group, (ii) any Prohibited Transaction which could subject the Borrower or any member of the ERISA Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would thereunder, if such tax and/or penalty is reasonably be expected likely to result in a liability in excess of $5,000,000; Material Adverse Change, (2iii) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3iv) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Borrower or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4v) any cessation of operations (by the Borrower of any member or the ERISA Group) at a facility in the circumstances described in Section 4062(e) of ERISA, (vi) withdrawal by the Company Borrower or any member of the Controlled ERISA Group from a Multiple Employer Plan; , (5vii) any a failure by the Company Borrower or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; or , (6viii) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (ix) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase or materially reduce the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (Bb) Promptly after receipt thereof, copies of (ai) all notices received by the Company Borrower or any member of the Controlled ERISA Group of the PBGC’s 's intent to terminate any Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, or to have a trustee appointed to administer any such Plan; and (bii) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company Borrower or any member of the Controlled ERISA Group in which any of their respective personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company Borrower or any member of the Controlled ERISA Group with the Internal Revenue Service with respect to each such PlanPlan shall be given to the Agent by the Borrower. (Cc) Promptly upon the filing thereof, copies of any PBGC Form 5310200, 500, 600 or 601, or any successor or equivalent form to Form 5310form, filed with the IRS PBGC in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (A) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1) any Prohibited Transaction that could subject the Company or any member of the Controlled Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,00010,000,000; (2) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; (3) any partial or complete withdrawal from a Multiemployer Plan, by the Company or any member of the Controlled Group under Title IV of ERISA (or assertion thereof), which such withdrawal is likely to result in a material liability; (4) any withdrawal by the Company or any member of the Controlled Group from a Multiple Employer Plan; (5) any failure by the Company or any member of the Controlled Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k) of ERISA; or (6) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (A) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1) any Prohibited Transaction that could subject the Company or any member of the Controlled Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,0001,000,000; (2) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; (3) any partial or complete withdrawal from a Multiemployer Plan, by the Company or any member of the Controlled Group under Title IV of ERISA (or assertion thereof), which such withdrawal is likely to result in a material liability; (4) any withdrawal by the Company or any member of the Controlled Group from a Multiple Employer Plan; (5) any failure by the Company or any member of the Controlled Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; (6) the adoption of any amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (67) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (A) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1) any Prohibited Transaction that could subject the Company or any member of the Controlled Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,0001,000,000; (2) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; (3) any partial or complete withdrawal from a Multiemployer Plan, by the Company or any member of the Controlled Group under Title IV of ERISA (or assertion thereof), which such withdrawal is likely to result in a material liability; (4) any withdrawal by the Company or any member of the Controlled Group from a Multiple Employer Plan; (5) any failure by the Company or any member of the Controlled Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; (6) the adoption of any amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (67) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s 's intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (A) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: : (1I) any Reportable Event with respect to Parent Guarantor or any other member of the ERISA Group which has been waived by the PBGC), (II) any Prohibited Transaction that which could subject the Company Parent Guarantor or any other member of the Controlled ERISA Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, any Benefit Arrangement or any trust created thereunder that in either case would but only if the assessment of such (iv) penalty or tax could reasonably be expected to result in have a liability in excess of $5,000,000; Material Adverse Effect, (2III) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3IV) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Parent Guarantor or any other member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4V) any withdrawal cessation of operations (by the Company Parent Guarantor or any other member of the Controlled ERISA Group) at a facility in the circumstances described in Section 4062(e) of ERISA where such cessation of operations is likely to result in material liability under ERISA Sections 4060 or 4064, (VI) withdrawal by Parent Guarantor or any other member of the ERISA Group from a Multiple Employer Plan; Plan where such withdrawal is likely to result in material withdrawal liability, (5VII) any a failure by the Company Parent Guarantor or any other member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien Lien under Section 303(k302(f) of ERISA; or , (6VIII) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (IX) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (A) (Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1) any Prohibited Transaction that could subject the Company or any member of the Controlled Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,0005,000,00010,000,000; (2) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; (3) any partial or complete withdrawal from a Multiemployer Plan, by the Company or any member of the Controlled Group under Title IV of ERISA (or assertion thereof), which such withdrawal is likely to result in a material liability; (4) any withdrawal by the Company or any member of the Controlled Group from a Multiple Employer Plan; (5) any failure by the Company or any member of the Controlled Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k) of ERISA; or (6) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Ai) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: : (1A) any Prohibited Transaction that could subject Reportable Event with respect to the Company Borrower or any member of the Controlled ERISA Group, (B) any Prohibited Transaction which could be subject the Borrower or any member of the ERISA Group to a material civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; thereunder, (2C) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3D) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Borrower or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4E) any withdrawal cessation of operations (by the Company Borrower or any member of the Controlled ERISA Group) at a facility in the circumstances described in Section 4062(e) of ERISA, (F) withdrawal by the Borrower or any member of the ERISA Group from a Multiple Employer Plan; Plan to which Section 4063 of ERISA applies, (5G) any a failure by the Company Borrower or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; or , (6H) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (I) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Aa) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) shall be given to the Agent by the Borrower of: : (1i) any Prohibited Transaction that could subject Reportable Event with respect to the Company Borrower or any member of the Controlled ERISA Group, (ii) any Prohibited Transaction which could subject the Borrower or any member of the ERISA Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would thereunder, if such tax and/or penalty is reasonably be expected likely to result in a liability in excess of $5,000,000; Material Adverse Change, (2iii) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3iv) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Borrower or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4v) any cessation of operations (by the Borrower of any member or the ERISA Group) at a facility in the circumstances described in Section 4062(e) of ERISA, (vi) withdrawal by the Company Borrower or any member of the Controlled ERISA Group from a Multiple Employer Plan; , (5vii) any a failure by the Company Borrower or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; or , (6viii) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (ix) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase or materially reduce the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (Bb) Promptly after receipt thereof, copies of (ai) all notices received by the Company Borrower or any member of the Controlled ERISA Group of the PBGC’s 's intent to terminate any Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, or to have a trustee appointed to administer any such Plan; and (bii) at the request of the Administrative Agent Agent, the L/C Issuer, the Swingline Lender or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company Borrower or any member of the Controlled ERISA Group in which any of their respective personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company Borrower or any member of the Controlled ERISA Group with the Internal Revenue Service with respect to each such PlanPlan shall be given to the Agent by the Borrower. (Cc) Promptly upon the filing thereof, copies of any PBGC Form 5310200, 500, 600 or 601, or any successor or equivalent form to Form 5310form, filed with the IRS PBGC in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (A) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1) any Prohibited Transaction that could subject the Company or any member of the Controlled Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; (2) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; (3) any partial or complete withdrawal from a Multiemployer Plan, by the Company or any member of the Controlled Group under Title IV of ERISA (or assertion thereof), which such withdrawal is likely to result in a material liability; (4) any withdrawal by the Company or any member of the Controlled Group from a Multiple Employer Plan; (5) any failure by the Company or any member of the Controlled Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k) of ERISA; or (6) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability to make periodic contributions. (B) (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. . (C) (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Ai) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: : (1A) any Prohibited Transaction that could subject Reportable Event with respect to the Company Borrower or any member of the Controlled ERISA Group (regardless of whether the obligation to report said Reportable Event to the PBGC has been waived), (B) any Prohibited Transaction which could be subject the Borrower or any member of the ERISA Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; thereunder, (2C) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3D) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Borrower or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4E) any withdrawal cessation of operations (by the Company Borrower or any member of the Controlled ERISA Group) at a facility in the circumstances described in Section 4063(e) of ERISA, (F) withdrawal by the Borrower or any member of the ERISA Group from a Multiple Employer Plan; , (5G) any a failure by the Company Borrower or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; or , (6H) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (I) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase or materially reduce the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (Bii) Promptly after receipt thereof, copies of (a) all notices received by the Company Borrower or any member of the Controlled ERISA Group of the PBGC’s 's intent to terminate any Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender Bank each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company Borrower or any member of the Controlled ERISA Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company Borrower or any member of the Controlled ERISA Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Ai) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: : (1A) any Prohibited Transaction that could subject Reportable Event with respect to the Company Borrower or any member of the Controlled ERISA Group (regardless of whether the obligation to report said Reportable Event to the PBGC has been waived), (B) any Prohibited Transaction which could be subject the Borrower or any member of the ERISA Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; thereunder, (2C) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3D) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Borrower or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4E) any withdrawal cessation of operations (by the Company Borrower or any member of the Controlled ERISA Group) at a facility in the circumstances described in Section 4063(e) of ERISA, (F) withdrawal by the Borrower or any member of the ERISA Group from a Multiple Employer Plan; , (5G) any a failure by the Company Borrower or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; or , (6H) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (I) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase or materially reduce the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Ai) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: : (1A) any Prohibited Transaction that could subject Reportable Event with respect to the Company Borrower or any member of the Controlled ERISA Group, (B) any Prohibited Transaction which could be subject the Borrower or any member of the ERISA Group to a material civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; thereunder, (2C) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3D) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Borrower or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4E) any withdrawal cessation of operations (by the Company Borrower or any member of the Controlled ERISA Group) at a facility in the circumstances described in Section 4062(e) of ERISA, (F) withdrawal by the Borrower or any member of the ERISA Group from a Multiple Employer Plan; Plan to which Section 4063 of ERISA applies, (5G) any a failure by the Company Borrower or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; or , (6H) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (I) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (Bii) Promptly after receipt thereof, copies of (a) all notices received by the Company Borrower or any member of the Controlled ERISA Group of the PBGC’s 's intent to terminate any Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender Bank each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company Borrower or any member of the Controlled ERISA Group in which any of their personnel participate or 77 from which such personnel may derive a benefit, and each Schedule B (Actuarial ---------- Information) to the annual report filed by the Company Borrower or any member of the Controlled ERISA Group with the Internal Revenue Service with respect to each such Plan. (Ciii) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS PBGC in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Ai) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: (1A) any Reportable Event with respect to the Company or any member of the ERISA Group (regardless of whether the obligation to report said Reportable Event to the PBGC has been waived), (B) any Prohibited Transaction that which could subject the Company or any member of the Controlled ERISA Group to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; thereunder, (2C) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3D) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4E) any cessation of operations (by the Company or any member of the ERISA Group) at a facility in the circumstances described in Section 4063(e) of ERISA, (F) withdrawal by the Company or any member of the Controlled ERISA Group from a Multiple Employer Plan; , (5G) any a failure by the Company or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; , (H) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (6I) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase or materially reduce the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (B) Promptly after receipt thereof, copies of (a) all notices received by the Company or any member of the Controlled Group of the PBGC’s intent to terminate any Plan administered or maintained by the Company or any member of the Controlled Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company or any member of the Controlled Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company or any member of the Controlled Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report filed by the Company or any member of the Controlled Group with the Internal Revenue Service with respect to each such Plan. (C) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS in connection with the termination of any Plan.

Notices Regarding Plans and Benefit Arrangements. (Ai) Promptly upon becoming aware of the occurrence thereof, notice (including the nature of the event and, when known, any action taken or threatened by the Internal Revenue Service or the PBGC with respect thereto) of: : (1A) any Prohibited Transaction that could subject Reportable Event with respect to the Company Borrower or any member of the Controlled ERISA Group, (B) any Prohibited Transaction which could be subject the Borrower or any member of the ERISA Group to a material civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in connection with any Plan, Benefit Arrangement or any trust created thereunder that in either case would reasonably be expected to result in a liability in excess of $5,000,000; thereunder, (2C) any assertion of material withdrawal liability with respect to any Multiemployer Plan or Multiple Employer Plan; , (3D) any partial or complete withdrawal from a Multiemployer Plan, Plan by the Company Borrower or any member of the Controlled ERISA Group under Title IV of ERISA (or assertion thereof), which where such withdrawal is likely to result in a material withdrawal liability; , (4E) any withdrawal cessation of operations (by the Company Borrower or any member of the Controlled ERISA Group) at a facility in the circumstances described in Section 4062(e) of ERISA, (F) withdrawal by the Borrower or any member of the ERISA Group from a Multiple Employer Plan; Plan to which Section 4063 of ERISA applies, (5G) any a failure by the Company Borrower or any member of the Controlled ERISA Group to make a payment to a Plan required to avoid imposition of a lien under Section 303(k302(f) of ERISA; or , (6H) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, or (I) any change in the actuarial assumptions or funding methods used for any Plan, where the effect of such change is to materially increase the unfunded benefit liability or to materially reduce the liability obligation to make periodic contributions. (Bii) Promptly after receipt thereof, copies of (a) all notices received by the Company Borrower or any member of the Controlled ERISA Group of the PBGC’s 's intent to terminate any Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, or to have a trustee appointed to administer any such Plan; and (b) at the request of the Administrative Agent or any Lender Bank each annual report (IRS Form 5500 series) and all accompanying schedules, the most recent actuarial reports, the most recent financial information concerning the financial status of each Plan administered or maintained by the Company Borrower or any member of the Controlled ERISA Group, and schedules showing the amounts contributed to each such Plan by or on behalf of the Company Borrower or any member of the Controlled ERISA Group in which any of their personnel participate or from which such personnel may derive a benefit, and each Schedule B (Actuarial Information) to the annual report ---------- filed by the Company Borrower or any member of the Controlled ERISA Group with the Internal Revenue Service with respect to each such Plan. (Ciii) Promptly upon the filing thereof, copies of any Form 5310, or any successor or equivalent form to Form 5310, filed with the IRS PBGC in connection with the termination of any Plan.