Common use of ERISA Information and Compliance Clause in Contracts

ERISA Information and Compliance. As soon as available, and in any event, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (a) a written notice signed by an Authorized Officer of such Borrower describing the occurrence of any ERISA Event or of any material “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability of the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor or ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (b) copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan to the extent that such action could reasonably be expected to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as would not reasonably be expected to result in a Material Adverse Effect, with respect to each Plan, each Borrower will, and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

ERISA Information and Compliance. As soon as availablePromptly furnish to Agent (i) immediately upon receipt, and in any event, within 10 days after any Borrower obtains knowledge a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA which could reasonably be expected to have a Material Adverse Effect and any notice from the followingPBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan which could reasonably be expected to have a Material Adverse Effect, such Borrower will furnish (ii) if requested by Agent, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and will cause other report with respect to each SubsidiaryPlan or any trust created thereunder, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (aiii) a written notice signed by an Authorized Officer immediately upon becoming aware of such Borrower describing the occurrence of any "reportable event," as such term is defined in Section 4043 of ERISA Event which could reasonably be expected to have a Material Adverse Effect, for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, or of any material “"prohibited transaction,” " as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that thereunder which could reasonably be expected to result in liability have a Material Adverse Effect, a written notice signed by the President or the principal financial officer of Borrower or the applicable member of the Borrowers, any Subsidiary Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor Borrower or ERISA Affiliate the applicable member of the Controlled Group is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue ServiceService or the Department of Labor with respect thereto, (iv) promptly after the filing or receiving thereof by Borrower or any member of the Controlled Group of any notice of the institution of any proceedings or other actions which may result in the termination of any Plan which could reasonably be expected to have a Material Adverse Effect, and (v) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code promptly after the request is submitted by Borrower or any member of the Controlled Group to the Secretary of the Treasury, the Department of Labor or the PBGC with respect theretoInternal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, Borrower will fund, or will cause the applicable member of the Controlled Group to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and (b) copies comply with all applicable provisions of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan ERISA, in each case, except to the extent that such action could reasonably be expected failure to result in liability to do the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as same would not reasonably be expected to result in have a Material Adverse Effect. Except to the extent that failure to do the same would not reasonably be expected to have a Material Adverse Effect, with respect Borrower covenants that it shall and shall cause each member of the Controlled Group to (1) make contributions to each Plan, each Borrower will, Plan in accordance with the time limits imposed by ERISA and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (2) prepare and file in accordance with the time limits imposed by ERISA all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (k3) thereof) and of section 302 of pay in accordance with the time limits imposed by ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISAPBGC premiums.

ERISA Information and Compliance. As soon as available, and in any event, Furnish to Agent (i) within 10 five (5) days after any Borrower obtains knowledge receipt, a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA which would reasonably be expected to have a Material Adverse Effect and any notice from the followingPBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan which would reasonably be expected to have a Material Adverse Effect, such Borrower will furnish (ii) if requested by Agent, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and will cause other report with respect to each SubsidiaryPlan or any trust created thereunder, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (aiii) a written notice signed by an Authorized Officer within five (5) days after becoming aware of such Borrower describing the occurrence of any "reportable event," as such term is defined in Section 4043 of ERISA Event which would reasonably be expected to have a Material Adverse Effect, for which the disclosure requirements of Regulation Section 4043 promulgated by the PBGC have not been waived, or of any material “"prohibited transaction,” " as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could thereunder which would reasonably be expected to result in liability have a Material Adverse Effect, a written notice signed by the President or the principal financial officer of Borrower or the applicable member of the Borrowers, any Subsidiary Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor Borrower or ERISA Affiliate the applicable member of the Controlled Group is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue ServiceService or the Department of Labor with respect thereto, (iv) within five (5) days after the filing or receiving thereof by Borrower or any member of the Controlled Group of any notice of the institution of any proceedings or other actions which may result in the termination of any Plan which would reasonably be expected to have a Material Adverse Effect, and (v) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code within five (5) days after the request is submitted by Borrower or any member of the Controlled Group to the Secretary of the Treasury, the Department of Labor or the PBGC with respect theretoInternal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, Borrower will fund, or will cause the applicable member of the Controlled Group to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and (b) copies comply with all applicable provisions of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan ERISA, in each case, except to the extent that such action could reasonably be expected failure to result in liability to do the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as same would not reasonably be expected to result in have a Material Adverse Effect. Except to the extent that failure to do the same would not reasonably be expected to have a Material Adverse Effect, with respect Borrower covenants that it shall and shall cause each member of the Controlled Group to (1) make contributions to each Plan, each Borrower will, Plan in accordance with the time limits imposed by ERISA and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (2) prepare and file in accordance with the time limits imposed by ERISA all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (k3) thereof) and of section 302 of pay in accordance with the time limits imposed by ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISAPBGC premiums.

ERISA Information and Compliance. As soon as availableExcept with respect to matters described in clauses (a), (c) and in any event(d) below which would not reasonably be expected to have a Material Adverse Effect, within 10 days after any Borrower obtains knowledge of any of the following, such U.S. Borrower will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders Agent: (a) immediately upon receipt, a written copy of any notice signed of complete or partial withdrawal liability under ERISA and any notice from the PBGC under ERISA of an intent to terminate or appoint a trustee to administer any Plan, (b) if requested by an Authorized Officer the Administrative Agent, promptly after the filing thereof with the United States Secretary of such Borrower describing Labor or the PBGC or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created thereunder, (c) immediately upon becoming aware of the occurrence of any ERISA Event Reportable Event, or of any material “"prohibited transaction,” ", as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by a Responsible Officer of the Borrowers, any Subsidiary applicable Borrower or the applicable ERISA Affiliate specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor the applicable Borrower or the applicable ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue Service, the Department of Labor or the PBGC any other applicable Governmental Authority with respect thereto, and (bd) copies of promptly after the filing or receiving thereof by any Borrower or any ERISA Affiliate, any notice of the PBGC’s intention institution of any proceedings or other actions which may result in the termination of any Plan, and (e) each request for waiver of the funding standards or extension of the amortization periods required by ERISA or Section 412 of the Code promptly after the request is submitted by Borrower or any ERISA Affiliate to terminate the Secretary of the Treasury, the Department of Labor, the Internal Revenue Service or any other applicable Governmental Authority. The U.S. Borrower covenants that it shall and shall cause each ERISA Affiliate to have a trustee appointed comply, with respect to administer any each Plan and Multiemployer Plan, with all applicable provisions of ERISA and the Code, except to the extent that such action could reasonably be expected any failure to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as comply would not reasonably be expected to result in have a Material Adverse Effect, with respect to each Plan, each Borrower will, and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

ERISA Information and Compliance. As soon as available, and in any event, Furnish to Agent (i) within 10 five (5) days after any Borrower obtains knowledge receipt, a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA which would reasonably be expected to have a Material Adverse Effect and any notice from the followingPBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan which would reasonably be expected to have a Material Adverse Effect, such Borrower will furnish (ii) if requested by Agent, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and will cause other report with respect to each SubsidiaryPlan or any trust created thereunder, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (aiii) a written notice signed by an Authorized Officer within five (5) days after becoming aware of such Borrower describing the occurrence of any “reportable event,” as such term is defined in Section 4043 of ERISA Event which would reasonably be expected to have a Material Adverse Effect, for which the disclosure requirements of Regulation Section 4043 promulgated by the PBGC have not been waived, or of any material “prohibited transaction,” as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could thereunder which would reasonably be expected to result in liability have a Material Adverse Effect, a written notice signed by the President or the principal financial officer of Borrower or the applicable member of the Borrowers, any Subsidiary Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor Borrower or ERISA Affiliate the applicable member of the Controlled Group is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue ServiceService or the Department of Labor with respect thereto, (iv) within five (5) days after the filing or receiving thereof by Borrower or any member of the Controlled Group of any notice of the institution of any proceedings or other actions which may result in the termination of any Plan which would reasonably be expected to have a Material Adverse Effect, and (v) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code within five (5) days after the request is submitted by Borrower or any member of the Controlled Group to the Secretary of the Treasury, the Department of Labor or the PBGC with respect theretoInternal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, Borrower will fund, or will cause the applicable member of the Controlled Group to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and (b) copies comply with all applicable provisions of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan ERISA, in each case, except to the extent that such action could reasonably be expected failure to result in liability to do the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as same would not reasonably be expected to result in have a Material Adverse Effect. Except to the extent that failure to do the same would not reasonably be expected to have a Material Adverse Effect, with respect Borrower covenants that it shall and shall cause each member of the Controlled Group to (1) make contributions to each Plan, each Borrower will, Plan in accordance with the time limits imposed by ERISA and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (2) prepare and file in accordance with the time limits imposed by ERISA all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (k3) thereof) and of section 302 of pay in accordance with the time limits imposed by ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISAPBGC premiums.

ERISA Information and Compliance. As soon as availableExcept with respect to matters described in clauses (a), (c) and in any event(d) below which would not reasonably be expected to have a Material Adverse Effect, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders Agents: (a) immediately upon receipt, a written copy of any notice signed of complete or partial withdrawal liability under ERISA and any notice from the PBGC under ERISA of an intent to terminate or appoint a trustee to administer any Plan, (b) if requested by an Authorized Officer either Agent, promptly after the filing thereof with the United States Secretary of such Borrower describing Labor or the PBGC or the Internal Revenue Service or any Governmental Authority having jurisdiction under Canadian Pension Legislation, copies of each annual and other report with respect to each Plan or any trust created thereunder, (c) immediately upon becoming aware of the occurrence of any ERISA Event Reportable Event, or of any material “"prohibited transaction,” ", as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by a Responsible Officer of the Borrowers, any Subsidiary applicable Borrower or the applicable ERISA Affiliate specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor the applicable Borrower or the applicable ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue Service, the Department of Labor or the PBGC any other applicable Governmental Authority with respect thereto, and (bd) copies of promptly after the filing or receiving thereof by either Borrower or any ERISA Affiliate, any notice of the PBGC’s intention institution of any proceedings or other actions which may result in the termination of any Plan, and (e) each request for waiver of the funding standards or extension of the amortization periods required by ERISA or Section 412 of the Code or Canadian Pension Legislation promptly after the request is submitted by Borrower or any ERISA Affiliate to terminate the Secretary of the Treasury, the Department of Labor, the Internal Revenue Service or any other applicable Governmental Authority. Each Borrower covenants that it shall and shall cause each ERISA Affiliate to have a trustee appointed comply, with respect to administer any each Plan and Multiemployer Plan, with all applicable provisions of ERISA, the Code and Canadian Pension Legislation, except to the extent that such action could reasonably be expected any failure to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as comply would not reasonably be expected to result in have a Material Adverse Effect, with respect to each Plan, each Borrower will, and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

ERISA Information and Compliance. As soon as availablePromptly furnish to Agents: (i) immediately upon receipt, and in any event, within 10 days after any Borrower obtains knowledge a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA and any notice from the followingPBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, such Borrower will furnish (ii) if requested by any Agent, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service or any Governmental Authority having jurisdiction under Applicable Canadian Pension Legislation, copies of each annual and will cause other report or other information return with respect to each SubsidiaryPlan or any trust created thereunder, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (aiii) a written notice signed by an Authorized Officer immediately upon becoming aware of such Borrower describing the occurrence of any ERISA Event "reportable event," as such term is defined in Section 4043 of ERISA, for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, or of any material “"prohibited transaction,” " as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by an authorized officer of the Borrowers, any Subsidiary applicable Borrower or the applicable member of the Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor the applicable Borrower or ERISA Affiliate the applicable member of the Controlled Group is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue Service, the Department of Labor or the PBGC any other applicable Governmental Authority with respect thereto, and (biv) copies promptly after the filing or receiving thereof by any Borrower or any member of the Controlled Group of any notice of the PBGC’s intention institution of any proceedings or other actions which may result in the termination of any Plan, in whole or in part, and (v) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code promptly after the request is submitted by any Borrower or any member of the Controlled Group to terminate the Secretary of the Treasury, the Department of Labor, the Internal Revenue Service or any other applicable Governmental Authority. To the extent required under applicable statutory funding requirements, each Borrower will fund, or will cause the applicable member of the Controlled Group to have a trustee appointed fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to administer any Plan time in effect and, in addition, with respect to Plans governed by Applicable Canadian Pension Legislation, all special payments in connection with solvency deficiencies or going concern Unfunded Liabilities, and comply with all applicable provisions of ERISA, in each case, except to the extent that such action failure to do the same could reasonably be expected to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as would not reasonably be expected to result in have a Material Adverse Effect, with respect . Each Borrower covenants that it shall and shall cause each member of the Controlled Group to (1) make contributions to each Plan, each Borrower will, Plan in a timely manner and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (2) prepare and file in a timely manner all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (k3) thereof) and of section 302 of ERISA (determined without regard to sections 303pay in a timely manner all required PBGC premiums, 304 and 306 of ERISA)in each case, and (ii) pay, or cause to be paid, except to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant extent that failure to sections 4006 and 4007 of ERISAdo the same could not reasonably be expected to have a Material Adverse Effect.

ERISA Information and Compliance. As soon as available, and in any event, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower The Company will promptly furnish and will cause each Subsidiary, Guarantor the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (ai) a written notice signed by an Authorized Officer immediately upon becoming aware of such Borrower describing the occurrence of any ERISA Event or of any material “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, that which could reasonably be expected to result in a liability of the BorrowersCompany, any Subsidiary thereof, any Guarantor or any ERISA Affiliate having a Material Adverse Effect (individually or in an the aggregate amount exceeding with respect to all ERISA Events), a written notice signed by the Threshold AmountPresident or the principal financial officer of the Company, including any notices from a Multiemployer Plan sponsor the Subsidiary or any Governmental Authority concerning such eventthe ERISA Affiliate, and as the case may be, specifying the nature thereof, what action such Borrowerthe Company, Subsidiary, Guarantor the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, (ii) promptly after request by the Administrative Agent, a true and correct copy of each actuarial report for any Plan and each annual report for any Multiemployer Plan, (iii) immediately upon receipt of a notice from a Multiemployer Plan regarding the imposition of Withdrawal Liability having a Material Adverse Effect, a true and complete copy of such notice, (iv) immediately upon becoming aware that a Multiemployer Plan has been terminated, that the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or that the PBGC has instituted or intends to institute proceedings under section 4042 of ERISA to terminate a Multiemployer Plan which occurrence would have a Material Adverse Effect, a written notice signed by the President or the principal financial officer of the Company, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature of such occurrence and any other information relating thereto requested by the Administrative Agent, and (bv) immediately upon receipt thereof, copies of any notice of the PBGC’s 's intention to terminate or to have a trustee appointed to administer any Plan to the extent that such action could reasonably be expected to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as which occurrence would not reasonably be expected to result in have a Material Adverse Effect, with respect to each Plan, each Borrower will, and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

ERISA Information and Compliance. As soon as available, and in any event, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to promptly Promptly furnish to the Administrative Agent (i) immediately upon receipt, a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA and any notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, (ii) if requested by the Agent, promptly after the filing thereof with sufficient the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and other report with respect to the Lenders each Plan or any trust created thereunder, (aiii) a written notice signed by an Authorized Officer immediately upon becoming aware of such Borrower describing the occurrence of any ERISA Event "reportable event", as such term is defined in Section 4043 of ERISA, for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, or of any material “"prohibited transaction,” ", as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by the President or the principal financial officer of the Borrowers, any Subsidiary Parent or the relevant member of the Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action the Parent or such Borrower, Subsidiary, Guarantor or ERISA Affiliate Company is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue ServiceService or the Department of Labor with respect thereto, (iv) promptly after the filing or receiving thereof by the Parent or any member of the Controlled Group of any notice of the institution of any proceedings or other actions which may result in the termination of any Plan and (v) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code promptly after the request is submitted by the Parent or any member of the Controlled Group to the Secretary of the Treasury, the Department of Labor or the PBGC with respect theretoInternal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, the Parent will fund, or will cause the applicable member of the Controlled Group to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and (b) copies comply with all applicable provisions of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan ERISA, in each case, except to the extent that such action could reasonably be expected failure to result in liability to do the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as same would not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the business, with respect to each Plancondition (financial or otherwise), each Borrower operations or properties of the Parent or any Company. The Parent covenants that it will, and will cause each Subsidiary, Guarantor and ERISA Affiliate member of the Controlled Group to, (i1) satisfy make contributions to each Plan in fulla timely manner and in an amount sufficient to comply with the contribution obligations under such Plan and the minimum funding standards requirements of ERISA; (2) prepare and file in a timely manner all notices and reports required under the terms of ERISA including but not limited to annual reports and (3) pay in a timely manner all required PBGC premiums, without incurring any in each case, except to the extent that failure to do the same would not reasonably be expected to have a material late payment adverse effect on the business, condition (financial or underpayment charge otherwise), operations or penalty and without giving rise to any Lien, all properties of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, Parent or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISACompany.

ERISA Information and Compliance. As soon as available, and in any event, within 10 days after any Borrower obtains knowledge of any of the following, such The Borrower will promptly furnish and will cause each Subsidiary, Guarantor the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (ai) a written notice signed by an Authorized Officer upon request of such Borrower describing the Administrative Agent, copies of each annual and other report filed with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, with respect to each Plan or any trust created thereunder, (ii) immediately upon becoming aware of the occurrence of any ERISA Event (other than an ERISA Event that could not reasonably be expected to have a Material Adverse Effect) or of any material “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the CodeCode (other than a “prohibited transaction” that could not reasonably be expected to have a Material Adverse Effect), in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability of a written notice signed by an Authorized Officer specifying the Borrowers, any Subsidiary nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such the Borrower, Subsidiary, Guarantor the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (biii) immediately upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan to the extent that such action could reasonably be expected to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold AmountPlan. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with With respect to each Employee Benefit Plan (other than a Multiemployer Plan; (ii) ), the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as would not reasonably be expected to result in a Material Adverse Effect, with respect to each Plan, each Borrower will, and will cause each Subsidiary, Guarantor Subsidiary and ERISA Affiliate to, (i) satisfy in fullfull and in a timely manner, without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lienlien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGCPBGC in a timely manner, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

ERISA Information and Compliance. As soon as availablePromptly furnish to Agent (i) immediately upon receipt, and in any event, within 10 days after any Borrower obtains knowledge a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA and any notice from the followingPBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, such Borrower will furnish (ii) if requested by Agent, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and will cause other report with respect to each SubsidiaryPlan or any trust created thereunder, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (aiii) a written notice signed by an Authorized Officer immediately upon becoming aware of such Borrower describing the occurrence of any ERISA Event "reportable event," as such term is defined in Section 4043 of ERISA, for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, or of any material “"prohibited transaction,” " as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by an authorized officer of Borrower or the applicable member of the Borrowers, any Subsidiary Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor Borrower or ERISA Affiliate the applicable member of the Controlled Group is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue ServiceService or the Department of Labor with respect thereto, (iv) promptly after the filing or receiving thereof by Borrower or any member of the Controlled Group of any notice of the institution of any proceedings or other actions which may result in the termination of any Plan, and (v) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code promptly after the request is submitted by Borrower or any member of the Controlled Group to the Secretary of the Treasury, the Department of Labor or the PBGC with respect theretoInternal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, Borrower will fund, or will cause the applicable member of the Controlled Group to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and (b) copies comply with all applicable provisions of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan ERISA, in each case, except to the extent that such action failure to do the same could reasonably be expected to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as would not reasonably be expected to result in have a Material Adverse Effect, with respect . Borrower covenants that it shall and shall cause each member of the Controlled Group to (1) make contributions to each Plan, each Borrower will, Plan in a timely manner and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (2) prepare and file in a timely manner all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (k3) thereof) and of section 302 of ERISA (determined without regard to sections 303pay in a timely manner all required PBGC premiums, 304 and 306 of ERISA)in each case, and (ii) pay, or cause to be paid, except to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant extent that failure to sections 4006 and 4007 of ERISA.do the same could not reasonably be expected to have a Material Adverse Effect. 7.11

ERISA Information and Compliance. As soon as availableExcept with respect to matters described in clauses (a), (c) and in any event(d) below which would not reasonably be expected to have a Material Adverse Effect, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to WIL shall promptly furnish to the Administrative Agent with sufficient copies to the Lenders Agent: (a) immediately upon receipt, a written copy of any notice signed of complete or partial withdrawal liability under ERISA and any notice from the PBGC under ERISA of an intent to terminate or appoint a trustee to administer any Plan, (b) if requested by an Authorized Officer the Administrative Agent, promptly after the filing thereof with the United States Secretary of such Borrower describing Labor or the PBGC or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created thereunder, (c) immediately upon becoming aware of the occurrence of any ERISA Event Reportable Event, or of any material “"prohibited transaction,” ", as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by a Responsible Officer of WIL or the Borrowers, any Subsidiary applicable ERISA Affiliate specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor WIL or the applicable ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue Service, the Department of Labor or the PBGC any other applicable Governmental Authority with respect thereto, and (bd) copies of promptly after the filing or receiving thereof by WIL or any ERISA Affiliate, any notice of the PBGC’s intention institution of any proceedings or other actions which may result in the termination of any Plan, and (e) each request for waiver of the funding standards or extension of the amortization periods required by ERISA or Section 412 of the Code promptly after the request is submitted by WIL or any ERISA Affiliate to terminate the Secretary of the Treasury, the Department of Labor, the Internal Revenue Service or any other applicable Governmental Authority. WIL covenants that it shall and shall cause each ERISA Affiliate to have a trustee appointed comply, with respect to administer any each Plan and Multiemployer Plan, with all applicable provisions of ERISA and the Code, except to the extent that such action could reasonably be expected any failure to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as comply would not reasonably be expected to result in have a Material Adverse Effect, with respect to each Plan, each Borrower will, and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

ERISA Information and Compliance. As soon as available, and in any event, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to promptly Promptly furnish to the Administrative Agent with sufficient copies to the Lenders Agents: (a) immediately upon receipt, a written copy of any notice signed of complete or partial withdrawal liability under ERISA and any notice from the PBGC under ERISA of an intent to terminate or appoint a trustee to administer any Plan, (b) if requested by an Authorized Officer either Agent, promptly after the filing thereof with the United States Secretary of such Borrower describing Labor or the PBGC or the Internal Revenue Service or any Governmental Authority having jurisdiction under Applicable Canadian Pension Legislation, copies of each annual and other report with respect to each Plan or any trust created thereunder, (c) immediately upon becoming aware of the occurrence of any ERISA Reportable Event for which the disclosure requirements have not been waived, or of any material “"prohibited transaction,” ", as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by a Responsible Officer of the Borrowers, any Subsidiary applicable Borrower or the applicable ERISA Affiliate specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor the applicable Borrower or the applicable ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue Service, the Department of Labor or the PBGC any other applicable Governmental Authority with respect thereto, and (bd) copies of promptly after the filing or receiving thereof by either Borrower or any ERISA Affiliate, any notice of the PBGC’s intention institution of any proceedings or other actions which may result in the termination of any Plan, and (e) each request for waiver of the funding standards or extension of the amortization periods required by ERISA or Section 412 of the Code or Applicable Canadian Pension Legislation promptly after the request is submitted by Borrower or any ERISA Affiliate to terminate the Secretary of the Treasury, the Department of Labor, the Internal Revenue Service or any other applicable Governmental Authority. To the extent required under applicable statutory funding requirements, each Borrower will fund, or will cause the applicable ERISA Affiliate to have a trustee appointed fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to administer any Plan time in effect, and comply with all applicable provisions of ERISA, in each case, except to the extent that such action could reasonably be expected failure to result in liability to do any or all of the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as foregoing would not reasonably be expected to result in -74- 82 have a Material Adverse Effect, with respect to each Plan, each . Each Borrower will, covenants that it shall and will shall cause each Subsidiary, Guarantor and ERISA Affiliate to, to (i) satisfy make contributions to each Plan in fulla timely manner and in an amount sufficient to comply with the contribution obligations under such Plan and the minimum funding standards requirements of ERISA or Applicable Canadian Pension Legislation; (ii) prepare and file in a timely manner all notices and reports required under the terms of ERISA or Applicable Canadian Pension Legislation including but not limited to annual reports; and (iii) pay in a timely manner all required PBGC premiums, without incurring in each case, except to the extent that failure to do any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements of section 412 of the Code (determined without regard foregoing would not reasonably be expected to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISAhave a Material Adverse Effect.

ERISA Information and Compliance. As soon as available, and in any event, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to promptly Promptly furnish to the Administrative Agent with sufficient copies Agents for delivery to the Lenders Lenders: (ai) immediately upon receipt, a written copy of any notice signed of complete or partial withdrawal liability under ERISA and any notice from the PBGC under ERISA of an intent to terminate or appoint a trustee to administer any Plan, (ii) if requested by an Authorized Officer any Administrative Agent or any Lender through its Administrative Agent, promptly after the filing thereof with the United States Secretary of such Borrower describing Labor or the PBGC or the Internal Revenue Service or any Governmental Authority having jurisdiction under Applicable Canadian Pension Legislation, copies of each annual and other report with respect to each Plan or any trust created thereunder, (iii) immediately upon becoming aware of the occurrence of any "reportable event," as such term is used under ERISA Event for which the disclosure requirements have not been waived, or of any material “non-exempt "prohibited transaction,” " as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by the President or the principal financial officer of the Borrowers, any Subsidiary applicable Borrower or the applicable member of the Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor the applicable Borrower or ERISA Affiliate the applicable member of the Controlled Group is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue Service, the Department of Labor or the PBGC any other applicable Governmental Authority with respect thereto, and (biv) copies promptly after the filing or receiving thereof by any Borrower or any member of the Controlled Group of any notice of the PBGC’s intention institution of any proceedings or other actions which may result in the termination of any Plan, and (v) each request for waiver of the funding standards or extension of the amortization periods required by ERISA or Section 412 of the Code promptly after the request is submitted by Borrower or any member of the Controlled Group to terminate the Secretary of the Treasury, the Department of Labor, the Internal Revenue Service or any other applicable Governmental Authority. To the extent required under applicable statutory funding requirements, each Borrower will fund, or will cause the applicable member of the Controlled Group to have a trustee appointed fund, all pension liabilities as they are incurred under the provisions of all Plans from time to administer any Plan time in effect, and comply with all applicable provisions of ERISA, in each case, except to the extent that such action could reasonably be expected failure to result in liability to do the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as same would not reasonably be expected to result in have a Material Adverse Effect, with respect . Each Borrower covenants that it shall and shall cause each member of the Controlled Group to (1) make contributions to each Plan, each Borrower will, Plan in a timely manner and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (2) prepare and file in a timely manner all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (k3) thereof) and of section 302 of ERISA (determined without regard to sections 303pay in a timely manner all required PBGC premiums, 304 and 306 of ERISA)in each case, and (ii) pay, or cause to be paid, except to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant extent that failure to sections 4006 and 4007 of ERISAdo the same would not reasonably be expected to have a Material Adverse Effect.

ERISA Information and Compliance. As soon as available, and in any event, within 10 days after any Borrower obtains knowledge of any of the following, such Borrower The Company will furnish and will cause each Subsidiary, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent (i) immediately upon receipt, a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA and any notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, (ii) if requested by Administrative Agent, acting on the instruction of the Majority Lenders, promptly after the filing thereof with sufficient the United States Secretary of Labor or the PBGC or the Internal Revenue Service, copies of each annual and other report with respect to the Lenders each Plan or any trust created thereunder, (aiii) a written notice signed by an Authorized Officer immediately upon becoming aware of such Borrower describing the occurrence of any ERISA Event "reportable event", as such term is defined in Section 4043 of ERISA, for which the disclosure requirements of Regulation Section 2615.3 promulgated by the PBGC have not been waived, or of any material “"prohibited transaction,” ", as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by the President or the principal financial officer of the Borrowers, any Subsidiary Company or the applicable ERISA Affiliate specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor the Company or the applicable ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue ServiceService or the Department of Labor with respect thereto, (iv) promptly after the filing or receiving thereof by the Company or any ERISA Affiliate of any notice of the institution of any proceedings or other actions which may result in the termination of any Plan, and (v) each request for waiver of the funding standards or extension of the amortization periods required by Sections 303 and 304 of ERISA or Section 412 of the Code promptly after the request is submitted by the Company or any ERISA Affiliate to the Secretary of the Treasury, the Department of Labor or the PBGC with respect theretoInternal Revenue Service, as the case may be. To the extent required under applicable statutory funding requirements, the Company will fund, or will cause each ERISA Affiliate to fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to time in effect, and (b) copies comply with all applicable provisions of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan ERISA, except to the extent that any such action failure to comply could reasonably be expected to result in liability to the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as would not reasonably be expected to result in have a Material Adverse Effect, with respect . The Company covenants that it shall and shall cause each ERISA Affiliate to (A) make contributions to each Plan, each Borrower will, Plan in a timely manner and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (B) prepare and file in a timely manner all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (kC) thereof) and of section 302 of ERISA (determined without regard to sections 303pay in a timely manner all required PBGC premiums, 304 and 306 of ERISA), and (ii) pay, or cause to be paidin each case, to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant extent failure to sections 4006 and 4007 of ERISAdo so would have a Material Adverse Effect.

ERISA Information and Compliance. As soon as availablePromptly furnish to Agents: (i) immediately upon receipt, and in any event, within 10 days after any Borrower obtains knowledge a copy of any notice of complete or partial withdrawal liability under ERISA and any notice from the followingPBGC under ERISA of an intent to terminate or appoint a trustee to administer any Plan, such Borrower will furnish (ii) if requested by any Agent, promptly after the filing thereof with the United States Secretary of Labor or the PBGC or the Internal Revenue Service or any Governmental Authority having jurisdiction under Applicable Canadian Pension Legislation, copies of each annual and will cause other report with respect to each SubsidiaryPlan or any trust created thereunder, Guarantor and ERISA Affiliate to promptly furnish to the Administrative Agent with sufficient copies to the Lenders (aiii) a written notice signed by immediately upon an Authorized Executive Officer of such a Borrower describing obtaining Knowledge of the occurrence of any "reportable event," as such term is used under ERISA Event for which the disclosure requirements have not been waived, or of any material “"prohibited transaction,” " as described such term is defined in section 406 of ERISA or in section Section 4975 of the Code, in connection with any Plan or any trust created thereunder, that could reasonably be expected to result in liability a written notice signed by the President or the principal financial officer of the Borrowers, any Subsidiary applicable Borrower or the applicable member of the Controlled Group specifying the nature thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount, including any notices from a Multiemployer Plan sponsor or any Governmental Authority concerning such event, and specifying what action such Borrower, Subsidiary, Guarantor the applicable Borrower or ERISA Affiliate the applicable member of the Controlled Group is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the PBGC, the Internal Revenue Service, the Department of Labor or the PBGC any other applicable Governmental Authority with respect thereto, and (biv) copies promptly after the filing or receiving thereof by any Borrower or any member of the Controlled Group of any notice of the PBGC’s intention institution of any proceedings or other actions which may result in the termination of any Plan, and (v) each request for waiver of the funding standards or extension of the amortization periods required by ERISA or Section 412 of the Code promptly after the request is submitted by Borrower or any member of the Controlled Group to terminate the Secretary of the Treasury, the Department of Labor, the Internal Revenue Service or any other applicable Governmental Authority. To the extent required under applicable statutory funding requirements, each Borrower will fund, or will cause the applicable member of the Controlled Group to have a trustee appointed fund, all current service pension liabilities as they are incurred under the provisions of all Plans from time to administer any Plan time in effect, and comply with all applicable provisions of ERISA, in each case, except to the extent that such action could reasonably be expected failure to result in liability to do the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount. Upon request by the Administrative Agent, the Borrowers will promptly furnish to the Administrative Agent copies of (i) any annual report (Form 5500 Series) filed by any Borrower, any Subsidiary thereof, any Guarantor or any of ERISA Affiliate with the Employee Benefits Security Administration with respect to each Employee Benefit Plan; (ii) the most recent actuarial valuation report for each Plan; and (iii) such other information, documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative Agent shall reasonably request. Except as same would not reasonably be expected to result in have a Material Adverse Effect, with respect . Each Borrower covenants that it shall and shall cause each member of the Controlled Group to (1) make contributions to each Plan, each Borrower will, Plan in a timely manner and will cause each Subsidiary, Guarantor and ERISA Affiliate to, (i) satisfy in full, without incurring any material late payment or underpayment charge or penalty and without giving rise an amount sufficient to any Lien, all of comply with the contribution obligations under such Plan and the minimum funding standards requirements of section 412 ERISA; (2) prepare and file in a timely manner all notices and reports required under the terms of the Code (determined without regard ERISA including but not limited to subsections (d), (e), (f) annual reports; and (k3) thereof) and of section 302 of ERISA (determined without regard to sections 303pay in a timely manner all required PBGC premiums, 304 and 306 of ERISA)in each case, and (ii) pay, or cause to be paid, except to the PBGC, without incurring any material late payment or underpayment charge or penalty, all premiums required pursuant extent that failure to sections 4006 and 4007 of ERISAdo the same would not reasonably be expected to have a Material Adverse Effect.