Common use of ERISA Notices Clause in Contracts

ERISA Notices. Each Loan Party shall deliver to Lender (i) promptly, and in any event within ten (10) Business Days, after the receipt thereof, copies of all reports and notices which any Loan Party, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days after any Loan Party knows or has reason to know that (A) any Reportable Event has occurred or is reasonably expected to occur with respect to any Employee Pension Plan, (B) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (G) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (H) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Party, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Loan Party, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer of Borrowing Agent setting forth the details as to such event, transaction or condition and the action any Loan Party has taken, is taking or proposes to take with respect thereto and with respect to (A) and (B) above, with copies of any notices and applications.

ERISA Notices. Each Loan Party Borrower shall deliver to Lender (i) promptly, and in any event within ten (10) Business Days, after the receipt thereof, copies of all reports and notices which any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days after any Loan Party Borrower knows or has reason to know that (A) any Reportable Event has occurred or is reasonably expected to occur with respect to any Employee Pension Plan, (B) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (G) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (H) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer of Borrowing Agent setting forth the details as to such event, transaction or condition and the action any Loan Party Borrower has taken, is taking or proposes to take with respect thereto and with respect to (A) and (B) above, with copies of any notices and applications.

ERISA Notices. Each Loan Party shall deliver to Lender (i) promptly, and in any event within ten (10) Business Days, after the receipt thereof, copies of all reports and notices which any Loan Party, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days 10 days after any Loan Credit Party or any ERISA Affiliate thereof knows or has reason to know that (A) any Reportable ERISA Event has occurred or is reasonably expected to occur with respect to any Employee Pension Plan, Plan has occurred or (B) an Accumulated Funding Deficiency accumulated funding deficiency has been incurred or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the Internal Revenue Code with respect to an Employee Pension a Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (G) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the imposition statement of a lien under Part 3 senior officer of Subtitle B of Title I of ERISA or Title IV of ERISA, (H) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Party, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Loan Party, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer of Borrowing Agent Borrower Representative setting forth the details as to of such event, transaction or condition occurrence and the action any Loan action, if any, which such Credit Party has taken, is taking or such ERISA Affiliate proposes to take with respect thereto thereto, (ii) promptly and in any event within three days after receipt thereof by any Credit Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Credit Party or any ERISA Affiliate thereof of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan, (iii) promptly and in any event within 10 days after the filing thereof with the Internal Revenue Service if requested by the Agent, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan and Multiemployer Plan, (Aiv) promptly and in any event within 10 days after any Credit Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the Internal Revenue Code has not been made when due with respect to a Plan, (v) promptly and in any event within 3 days after receipt thereof by any Credit Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a copy of each notice received by any Credit Party or any ERISA Affiliate thereof concerning the imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and (Bvi) abovepromptly and in any event within 10 days after any Credit Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, with copies of any notices and applicationseach such notice sent by such Credit Party or such ERISA Affiliate thereof.

ERISA Notices. Each Loan Party So long as any of the Debt is outstanding and unpaid and unless the Lenders shall deliver otherwise consent in writing, the Borrower will furnish to each Lender a written notice at its address set forth in or determined pursuant to Section 7.05: (i) promptly, and in any event within ten (10) Business Days, after the receipt thereof, copies of all reports and notices which any Loan Party, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten thirty (1030) Business Days days after the Borrower or any Loan Party knows ERISA Affiliate knows, or has reason to know that know, that: (A) any Reportable Termination Event with respect to a Plan has occurred or is reasonably expected to occur will occur, or (B) any condition exists with respect to any Employee Pension a Plan which presents a material risk of termination of the Plan, (B) imposition of an Accumulated Funding Deficiency has been incurred excise tax in an amount greater than $1,000,000, or an application has been made a requirement to provide security to the Secretary Plan or other liability of the United States Treasury Borrower or any ERISA Affiliate, or (C) the Borrower or any ERISA Affiliate has applied for a waiver or modification of the minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension PlanCode, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan Party, any of its Subsidiaries the Borrower or any ERISA AffiliateAffiliate has engaged in a Prohibited Transaction, or (E) any Multiemployer Plan is the aggregate present value of the Unfunded Benefit Liabilities under all Plans has increased to an amount in excess of $3,000,000 at such time, or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to there is a partial or complete withdrawal (as described in ERISA Section 515 of 4203 or 4205) by the Borrower or any ERISA to collect a delinquent contribution to Affiliate from a Multiemployer Plan, or (G) the Borrower or any eventERISA Affiliate is in "default" (as defined in ERISA Section 4219(c)(5)) with respect to payments to a Multiemployer Plan required by reason of its complete or partial withdrawal (as described in ERISA Section 4203 or 4205) from such Plan, transaction or condition has occurred or will occur that could reasonably be expected to result (H) a Plan which is a Multiemployer Plan is in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA "reorganization" (as described in Code Section 418 or Title IV of ERISA, (H) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Party, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax), or (I) the PBGC has contacted any Loan Party, any potential withdrawal liability (as determined in accordance with Title IV of its Subsidiaries or ERISA) of the Borrower and any ERISA Affiliate with respect to all Plans which are Multiemployer Plans has in any year increased by more than $25,000, or (J) there is an action brought against the PBGC’s Early Warning Program, Borrower or any ERISA Affiliate under ERISA Section 502 with respect to its failure to comply with ERISA Section 515; (ii) a certificate letter from a chief financial officer of an Authorized Officer of Borrowing Agent the Borrower setting forth the details of such of the events described in (A) through (J), as to such event, transaction or condition applicable and the action which the Borrower or any Loan Party has taken, is taking or ERISA Affiliate proposes to take with respect thereto and thereto, together with a copy of any notice or filing from the PBGC or which may be required by the PBGC or other agency of the United States government with respect to such of the events described in (A) through (J) as applicable; (iii) as soon as possible and in any event within three (3) Business Days after the receipt by the Borrower or any ERISA Affiliate of a demand letter from the PBGC notifying the Borrower or any ERISA Affiliate of the final decision finding liability and the date by which such liability must be paid, a copy of such letter, together with a letter from the chief financial officer of the Borrower setting forth the action which the Borrower or any ERISA Affiliate proposes to take with respect thereto; (iv) as soon as possible and in any event by the date such amendment is adopted, a copy of any Plan amendment that the Borrower or any ERISA Affiliate proposes to adopt which would require the posting of security under Code Section 401(a)(29), together with a letter from the chief financial officer of the Borrower setting forth the reasons for the adopting of such amendment and the action which the Borrower or any ERISA Affiliate proposes to take with respect thereto; and (Bv) above, with copies as soon as possible and in any event by the tenth day after the due date of any notices and applicationsrequired installment or other payment under Code Section 412, a copy of the notice of failure to make required contributions provided to the PBGC by the Borrower or any ERISA Affiliate under Code Section 412(n), together with a letter from the chief financial officer setting forth the action which the Borrower or any ERISA Affiliate proposes to take with respect thereto. For all purposes of this Section 5.03(f), the Borrower shall be deemed to have all knowledge of all facts attributable to any of its employees who is an administrator or fiduciary of any such Plan.

ERISA Notices. Each Loan Party The Borrower shall deliver to Lender (i) promptlythe Agent, and in any event within ten (10) Business Days, after the receipt thereof, copies of all reports and notices which any Loan Party, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days after Borrower, any of the other Loan Party Parties or any of their respective ERISA Affiliates knows or has reason to know that (Ai) any Reportable Event for which notice thereof has not been waived has occurred or is reasonably expected to occur with respect to any Employee Pension Plan, (Bii) an Accumulated Funding Deficiency there has been incurred an unpaid “minimum required contribution” as defined in Section 430 of the Code and Section 303 of ERISA or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard Minimum Funding Standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (Ciii) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (Div) any Employee Pension Plan is or is reasonably expected to be in at-risk status under Section 430 of the Code, (v) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate, (Evi) any Multiemployer Plan is or is reasonably expected to be in Reorganization, in endangered or critical status as defined in Section 432 of the Code and Section 305 of ERISA, terminated, partitioned or declared insolvent, (Fvii) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (Gviii) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (Hix) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Partythe Borrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (Ix) the PBGC has contacted any Loan Partythe Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer the chief executive officer or chief financial officer of Borrowing Agent the Borrower setting forth the details as to such event, transaction or condition and the action any Loan Party the Borrower has taken, is taking or proposes to take with respect thereto and with respect to (Ai) and (Bii) above, with copies of any notices and applications.

ERISA Notices. Each Loan Party shall The Borrower will deliver to Lender Lenders Agent, if and when (i) promptly, and but in any event within no case less than ten (10) Business Daysdays from the date of such event) (i) the Borrower or any ERISA Affiliate gives or is required to give notice to the PBGC of any Reportable Event with respect to any Pension Plan, after a copy of the receipt thereofnotice of such Reportable Event; (ii) the Borrower or any ERISA Affiliate becomes obligated to contribute to a Multiemployer Plan to which such entity was not obligated to contribute on the Closing Date, copies a letter of all reports a financial officer describing such event and notices which any Loan Party, any of its Subsidiaries estimating the future contingent withdrawal liability with respect thereto; (iii) the Borrower or any ERISA Affiliate receives notice of complete or partial withdrawal liability with respect to a Multiemployer Plan or receives notice that a Multiemployer Plan may be or has been terminated, in Reorganization or Insolvency, or receives notice from PBGCthe administrator of a Multiemployer Plan that indicates the existence of potential withdrawal liability under a Multiemployer Plan, IRS a copy of such notice; (iv) the Borrower or any ERISA Affiliate receives notice from the PBGC of an intent to terminate or appoint a trustee to administer any Pension Plan or Multiemployer Plan, a copy of such notice; (v) the Borrower or any ERISA Affiliate fails to make a timely contribution to a Pension Plan which may give rise or has given rise to an accumulated funding deficiency or a lien, a letter of a financial officer describing such event; (vi) the Borrower or any ERISA Affiliate adopts or proposes to adopt an amendment which may require or requires the granting of a security interest, a letter of a financial officer describing such event; (vii) the Borrower or any ERISA Affiliate fails to make a contribution required under the terms of an Employee Benefit Plan or Pension Plan or as required by law, which failure has a material adverse effect on such Employee Benefit Plan or Pension Plan, a letter of a financial officer describing such event; (ix) if any Pension Plan intending to qualify under section 401(a) or 401(k) of the Code fails to so qualify, a letter of a financial officer describing such event; (x) a transaction prohibited under section 4975 of the Code or section 406 of ERISA occurs resulting in liability to the Borrower or any entity which the Borrower has an obligation to indemnify, a letter of a financial officer describing such event; (xi) any action is taken by the Internal Revenue Service or the DOLPBGC with respect to the pending minimum funding waiver for the Pension Plan for Hourly Rated Employees of the National Acme Copy, and at a copy of any documentation or other information with respect to such action . Upon the request of Lenderany Lender made from time to time, copies the Borrower will deliver a copy of all the most recent actuarial report and annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days after any Loan Party knows or has reason to know that (A) any Reportable Event has occurred or is reasonably expected to occur report completed with respect to any Employee Pension Plan, (B) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Benefit Plan has been or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (G) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in other financial information the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (H) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Party, any of its Subsidiaries Borrower or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Loan Party, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer of Borrowing Agent setting forth the details as to such event, transaction or condition and the action any Loan Party has taken, is taking or proposes to take with respect thereto and with respect to (A) and (B) above, with copies of any notices and applicationsEmployee Benefit Plan.

ERISA Notices. Each Loan Party shall The Borrower will deliver to Lender Lenders Agent, if and when (i) promptly, and but in any event within no case less than ten (10) Business Daysdays from the date of such event) (i) the Borrower or any ERISA Affiliate gives or is required to give notice to the PBGC of any Reportable Event with respect to any Pension Plan, after a copy of the receipt thereofnotice of such Reportable Event; (ii) the Borrower or any ERISA Affiliate becomes obligated to contribute to a Multiemployer Plan to which such entity was not obligated to contribute on the First Closing Date, copies a letter of all reports a financial officer describing such event and notices which any Loan Party, any of its Subsidiaries estimating the future contingent withdrawal liability with respect thereto; (iii) the Borrower or any ERISA Affiliate receives notice of complete or partial withdrawal liability with respect to a Multiemployer Plan or receives notice that a Multiemployer Plan may be or has been terminated, in Reorganization or Insolvency, or receives notice from PBGCthe administrator of a Multiemployer Plan that indicates the existence of potential withdrawal liability under a Multiemployer Plan, IRS a copy of such notice; (iv) the Borrower or any ERISA Affiliate receives notice from the DOLPBGC of an intent to terminate or appoint a trustee to administer any Pension Plan or Multiemployer Plan, and at a copy of such notice; (v) the Borrower or any ERISA Affiliate fails to make a timely contribution to a Pension Plan which may give rise or has given rise to an accumulated funding deficiency or a lien, a letter of a financial officer describing such event; (vi) the Borrower or any ERISA Affiliate adopts or proposes to adopt an amendment which may require or requires the granting of a security interest, a letter of a financial officer describing such event; (vii) the Borrower or any ERISA Affiliate fails to make a contribution required under the terms of an Employee Benefit Plan or Pension Plan or as required by law, which failure has a material adverse effect on such Employee Benefit Plan or Pension Plan, a letter of a financial officer describing such event; (ix) if any Pension Plan intending to qualify under section 401(a) or 401(k) of the Code fails to so qualify, a letter of a financial officer describing such event; (x) a transaction prohibited under section 4975 of the Code or section 406 of ERISA occurs resulting in liability to the Borrower or any entity which the Borrower has an obligation to indemnify, a letter of a financial officer describing such event. Upon the request of Lenderany Lender made from time to time, copies the Borrower will deliver a copy of all the most recent actuarial report and annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days after any Loan Party knows or has reason to know that (A) any Reportable Event has occurred or is reasonably expected to occur report completed with respect to any Employee Pension Plan, (B) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Benefit Plan has been or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (G) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in other financial information the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (H) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Party, any of its Subsidiaries Borrower or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Loan Party, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer of Borrowing Agent setting forth the details as to such event, transaction or condition and the action any Loan Party has taken, is taking or proposes to take with respect thereto and with respect to (A) and (B) above, with copies of any notices and applicationsEmployee Benefit Plan.

ERISA Notices. Each Loan Party The Borrower shall deliver to Lender the Agent (i) promptlyfor further distribution to the Lenders), and in any event within ten (10) Business Days, after the receipt thereof, copies of all reports and notices which any Loan Party, any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days after Borrower, any of the other Loan Party Parties or any of their respective ERISA Affiliates knows or has reason to know that (Ai) any Reportable Event for which notice thereof has not been waived has occurred or is reasonably expected to occur with respect to any Employee Pension Plan, (Bii) an Accumulated Funding Deficiency there has been incurred an unpaid “minimum required contribution” as defined in Section 430 of the Code and Section 303 of ERISA or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard Minimum Funding Standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (Ciii) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (Div) any Employee Pension Plan is or is reasonably expected to be in at-risk status under Section 430 of the Code, (v) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate, (Evi) any Multiemployer Plan is or is reasonably expected to be in Reorganization, in endangered or critical status as defined in Section 432 of the Code and Section 305 of ERISA, terminated, partitioned or declared insolvent, (Fvii) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (Gviii) any event, transaction or condition has occurred or will occur that could reasonably be expected to result in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (Hix) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Partythe Borrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (Ix) the PBGC has contacted any Loan Partythe Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, a certificate of an Authorized Officer the chief executive officer or chief financial officer of Borrowing Agent the Borrower setting forth the details as to such event, transaction or condition and the action any Loan Party the Borrower has taken, is taking or proposes to take with respect thereto and with respect to (Ai) and (Bii) above, with copies of any notices and applications.. 106

ERISA Notices. Each Loan Party shall deliver to Lender (i) promptlyPromptly, and but in any event within ten fifteen (1015) Business Daysdays thereafter, after the receipt thereofIssuer shall deliver to the Purchasers (or, copies of all reports if no Purchaser continues to be a Holder, such Person as the Majority Holders shall designate), if and notices which any Loan Party, when the Issuer or any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (iii) as soon as possible and in any event within ten (10) Business Days after any Loan Party knows or has reason to know that (A) any Reportable Event has occurred gives or is reasonably expected required to occur give notice to the Pension Benefit Guaranty Corporation (the "PBGC") of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Employee Pension Planemployee pension benefit plan maintained by the Issuer or any of its Subsidiaries or, to the best knowledge of the officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer, which "reportable event" might reasonably constitute grounds for a termination of such plan under Title IV of ERISA or the imposition of a tax under section 4971 of the Code, or knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC, (Bii) an Accumulated Funding Deficiency receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any multiemployer plan to which the Issuer or any of its Subsidiaries or, to the best knowledge of the officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer contributes or is obligated to contribute is in reorganization or has been incurred terminated, a copy of such notice, (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or an application has been made appoint a trustee to administer any employee pension benefit plan maintained by the Issuer or any of its Subsidiaries or, to the Secretary best knowledge of the United States Treasury officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer, a copy of such notice, (iv) applies for a waiver or modification of the minimum funding standard or an extension of any amortization period under Section section 412 of the Code with respect to an Employee Pension PlanCode, a copy of such application, (Cv) proceedings have been instituted gives notice of intent to terminate any employee pension benefit plan maintained by the Issuer or are reasonably expected any of its Subsidiaries or, to be instituted the best knowledge of the officers or directors of the Issuer, any entity which is a member of the same controlled group as the Issuer under Title IV of ERISA to terminate any Employee Pension PlanERISA, a copy of such notice and other information filed with the PBGC, (Dvi) fails to make any Withdrawal Liability from a Multiemployer Plan has been payment or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (F) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, any employee pension benefit plan (Gor multiemployer plan or in respect of any benefit arrangement) or makes any event, transaction amendment to any employee benefit plan or condition has occurred or will occur that benefit arrangement which could reasonably be expected to result in the imposition of a lien under Part 3 or the posting of Subtitle B of Title I of ERISA or Title IV of ERISA, (H) any Prohibited Transaction a bond or other transactionsecurity, event a certificate of the Chief Executive Officer of the Issuer setting forth details as to such occurrence and action, if any, which the Issuer or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan Party, any of its Subsidiaries is required or proposes to take, (vii) adopts, establishes, maintains or enters into any ERISA Affiliate incurring a obligation to make contributions that are material liability with respect to the Issuer or becoming subject to a material penalty or excise tax, or (I) the PBGC has contacted any Loan Party, any of its Subsidiaries to any new employee benefit plan or any ERISA Affiliate with respect to the PBGC’s Early Warning Programmultiemployer plan, a certificate of an Authorized the Chief Executive Officer of Borrowing Agent the Issuer setting forth the details as to such eventobligation, transaction (viii) modifies in any material respect any existing employee benefit plan maintained by the Issuer or condition and any of its Subsidiaries or, to the action best knowledge of the officers or directors of the Issuer, any Loan Party has takenentity which is a member of the same controlled group as the Issuer (other than any modification to medical, is taking dental or proposes other employee welfare benefit plans in the ordinary course of business) so as to take with respect thereto and with respect increase its obligations thereunder, a certificate of the Chief Executive Officer of the Issuer setting forth details as to such modification or (Aix) and (B) above, with copies of any notices and applications.materially increases a contribution obligation to any

ERISA Notices. Each Loan Party (a) Promptly after the filing or receiving thereof, each Borrower shall deliver to Lender (i) promptly, and in any event within ten (10) Business Days, after the receipt thereof, Agent copies of all reports and notices notices, including annual reports and audited financial statements, which any Loan Party, Borrower or any of its Subsidiaries Subsidiary or any ERISA Affiliate files with or receives from PBGC, IRS the U.S. Department of Labor under ERISA, or the DOLInternal Revenue Service, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (iib) as soon as possible and in any event within ten (10) Business Days business days after any Loan Party Borrower or any Subsidiary or any ERISA Affiliate knows or has reason to know that (Ai) any Reportable Event has occurred or is reasonably expected to occur with respect to any Employee Pension Plan, (Bii) that the PBGC or any Borrower or any Subsidiary, or any ERISA Affiliate has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, (iii) that any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Borrower or any of its Subsidiaries or any ERISA Affiliate, (iv) that any Multiemployer Plan is or will be in Reorganization terminated, partitioned or declared insolvent, (v) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary of the United States Treasury for a waiver or modification of the minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension a Plan, (C) proceedings have been instituted or are reasonably expected to be instituted under Title IV of ERISA to terminate any Employee Pension Plan, (D) any Withdrawal Liability from a Multiemployer Plan has been or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliate, (E) any Multiemployer Plan is or is reasonably expected to be in Reorganization, terminated, partitioned or declared insolvent, (Fvi) an action has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, (Gvii) any event, transaction transaction, or condition has has, occurred or will occur that could reasonably be expected to result in the imposition of a lien under Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA, (Hviii) any Prohibited Transaction or other transaction, event or condition has occurred or will occur with respect to a Plan that could reasonably be expected to result in any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate incurring a material liability or becoming subject to a material penalty or excise tax, or (Iix) the PBGC has contacted any Loan PartyBorrower, any of its Subsidiaries or any ERISA Affiliate with respect to the PBGC’s Early Warning Program, each Borrower shall deliver to the Agent a certificate of an Authorized Officer the chief financial officer of Borrowing Agent such Borrower setting forth the forth, details as to such event, transaction or condition and the action any Loan Party such Borrower has taken, is taking or proposes to take with respect thereto and with respect thereto, in either case, which respects an event, transaction or condition which could, individually or in the aggregate, reasonably be expected to (A) and (B) above, with copies of any notices and applicationsresult in a Material Adverse Change.

ERISA Notices. Each Loan Party shall deliver to Lender (i) promptlyPromptly, and but in any event within ten thirty (1030) Business Daysdays thereafter, after DIMAC Holdings shall deliver to the receipt thereofPurchasers (or, copies if no Purchaser continues to be a Holder, such Person as the Majority Holders shall designate), if and when DIMAC Holdings or when to the knowledge of all reports and notices which DIMAC Holdings, any Loan Party, of its Subsidiaries (i) gives or is required to give notice to the Pension Benefit Guaranty Corporation (the "PBGC") of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any employee pension benefit plan maintained by DIMAC Holdings or any of its Subsidiaries or any ERISA Affiliate receives from PBGC, IRS or the DOL, and at the request of Lender, copies of all annual reports for Employee Pension Plans filed with the DOL or IRS, and (ii) as soon as possible and in any event within ten (10) Business Days after any Loan Party knows or has reason to know that (A) any Reportable Event has occurred or entity which is reasonably expected to occur with respect to any Employee Pension Plan, (B) an Accumulated Funding Deficiency has been incurred or an application has been made to the Secretary a member of the United States Treasury same controlled group as DIMAC Holdings, which "reportable event" would constitute grounds for a waiver or modification termination of the minimum funding standard or an extension of any amortization period under Section 412 of the Code with respect to an Employee Pension Plan, (C) proceedings have been instituted or are reasonably expected to be instituted such plan under Title IV of ERISA or the imposition of a tax under Section 4971 of the Code, or knows that the plan administrator of any such plan has given or is required to terminate give notice of any Employee Pension Plansuch reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC, (Dii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Withdrawal Liability from a Multiemployer Plan has been multiemployer plan to which DIMAC Holdings or will be incurred by any Loan Party, any of its Subsidiaries or any ERISA Affiliateentity which is a member of the same controlled group as DIMAC Holdings contributes or is obligated to contribute is in reorganization or has been terminated, a copy of such notice, (Eiii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Multiemployer Plan employee pension benefit plan maintained by DIMAC Holdings or any of its Subsidiaries or any entity which is or is reasonably expected to be in Reorganizationa member of the same controlled group as DIMAC Holdings, terminated, partitioned or declared insolventa copy of such notice, (Fiv) an action has been instituted pursuant applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application, (v) gives notice of intent to Section 515 terminate any employee pension benefit plan, subject to Title IV of ERISA ERISA, maintained by DIMAC Holdings or any of its Subsidiaries or any entity which is a member of the same controlled group as DIMAC Holdings under Title IV of ERISA, a copy of such notice, (vi) fails to collect a delinquent make any payment or contribution to a Multiemployer Plan, any employee pension benefit plan (Gor multiemployer plan or in respect of any benefit arrangement) or makes any event, transaction amendment to any employee pension benefit plan or condition has occurred or will occur that could reasonably be expected to benefit arrangement which would result in the imposition of a lien under Part 3 or the posting of Subtitle B a bond or other security, a certificate of Title I the Chief Executive Officer of ERISA DIMAC Holdings setting forth details as to such occurrence and action, if any, which DIMAC Holdings or Title IV any of ERISAits Subsidiaries is required or proposes to take, (Hvii) adopts, establishes, maintains or enters into any Prohibited Transaction or other transaction, event or condition has occurred or will occur obligation to make contributions that are material with respect to DIMAC Holdings or any of its Subsidiaries to any new employee benefit plan or multiemployer plan, a Plan that could reasonably be expected certificate of the Chief Executive Officer of DIMAC Holdings setting forth details as to result such obligation, (viii) modifies in any Loan Party, material respect any existing employee benefit plan maintained by DIMAC Holdings or any of its Subsidiaries or any ERISA Affiliate incurring entity which is a material liability member of the same controlled group as DIMAC Holdings (other than any modification to medical, dental or becoming subject other employee welfare benefit plans in the ordinary course of business) so as to materially increase its obligations thereunder, a material penalty or excise tax, certificate of the Chief Executive Officer of DIMAC Holdings setting forth details as to such modification or (Iix) the PBGC has contacted materially increases a contribution obligation to any Loan Party, multiemployer plan contributed to or required to be contributed to by DIMAC Holdings or any of its Subsidiaries or any ERISA Affiliate with respect to entity which is a member of the PBGC’s Early Warning Programsame controlled group as DIMAC Holdings, a certificate of an Authorized the Chief Executive Officer of Borrowing Agent DIMAC Holdings setting forth the details as to such eventincrease. As used in this Section , transaction or condition the terms "employee pension benefit plan," "employee welfare benefit plan," "multiemployer plan" and "employee benefit plan" shall have the action any Loan Party has taken, is taking or proposes meanings assigned to take with respect thereto and with respect to (A) and (B) above, with copies of any notices and applications.such