Common use of ERISA Matters Clause in Contracts

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. if, and for so long as, (i) the Parent is not required to file reports with the SEC or (ii) a Default or Event of Default exists, promptly, and in any event within ten five days after a Responsible Officer of the Issuer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Issuer or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or; (ii) the taking institution by the PBGC, or the threatening by the PBGC of steps to institute the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Issuer or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result results in the incurrence of any liability by the Company Issuer or any ERISA Affiliate pursuant to Title I or IV of ERISA (other than for the payment PBGC premiums due but not delinquent under section 4007 of premiums to the PBGCERISA) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Issuer or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten fifteen days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof, which could reasonably be expected to have a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan, which could reasonably be expected to have a Material Adverse Effect; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten seven days after a Responsible Officer becoming of a Constituent Company becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Parent Guarantor or an ERISA Affiliate proposes to take with respect thereto: (i1) with respect to any Plan, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofthereof; or (ii2) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Parent Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii3) any event, transaction or condition that could result in the incurrence of any liability by the Company Parent Guarantor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien other than a Permitted Lien on any of the rights, properties or assets of the Company Parent Guarantor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(cSection 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any ERISA Event or any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. The Company shall deliver to each of the Holders promptly, and in any event within ten five days after a Responsible Officer of the Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any PlanPlan subject to Title IV of ERISA, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and on the date of the applicable Closing; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten 15 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or the Guarantor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and that could reasonably be expected to result in a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company either Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware has knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company an Issuer, a Subsidiary Guarantor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; , or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company any Issuer, a Subsidiary Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company an Issuer, a Subsidiary Guarantor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company any Issuer, any Subsidiary Guarantor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; and

ERISA Matters. promptly, and in any event within ten days promptly after a Responsible Officer becoming aware the occurrence of any of the followingfollowing events that, alone or together with any of the other events listed in this Section 7.1(g), could reasonably be expected to result in a Material Adverse Effect, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than a Multiemployer Plan), the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking institution by the PBGC of steps to institute proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan (other than a Multiemployer Plan), or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result results in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plansplans (other than liabilities for accrued benefits or required PBGC premium payments arising in the ordinary course of business), or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Company, the Tenant or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on on-the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company [Company, the Tenant or any ERISA Affiliate Affiliate] of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Company, Tenant or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plansPlans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Company, the Tenant or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptlyPromptly, and in any event within ten days five Business Days, after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, Reportable Event for which notice thereof has not been waived pursuant the potential cost to the Borrower or such regulations as in effect on the date hereofERISA Affiliate resulting therefrom exceeds $500,000; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening in writing by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plansany Plan, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and on the date of the Closing; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten 15 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and that could reasonably be expected to result in a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Obligors, the Parent Guarantor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by either Obligor, the Company Parent Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could is reasonably likely to result in the incurrence of any liability by either Obligor, the Company Parent Guarantor or any ERISA Affiliate pursuant to Title I or IV of ERISA (other than for the payment of premiums a liability to the PBGCPBGC for premiums under Section 4007 of ERISA) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of either Obligor, the Company Parent Guarantor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Obligors or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company either Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could is reasonably likely to result in the incurrence of any liability by the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV of ERISA (other than for the payment of premiums a liability to the PBGCPBGC for premiums under Section 4007 of ERISA) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunderthereunder (other than a reportable event of a technical and routine nature which occurs as a result of a transaction permitted under Section 10.7(b)), for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; and

ERISA Matters. promptlyPromptly, and in any event within ten five days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and the potential cost to the Borrower or such ERISA Affiliate resulting therefrom exceeds $500,000; or (ii) the taking by the PBGC of steps to institute institute, or the threatening in writing by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; and

ERISA Matters. promptlyPromptly, and in any event within ten days five Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan), the occurrence of any reportable event, as defined in section 4043(cSection 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan (other than any Multiemployer Plan), or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens thereof then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer of a Constituent Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the such Constituent Company or an any of its ERISA Affiliate Affiliates proposes to take with respect thereto: (i1) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(cSection 4043(C) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofof the Closing; or (ii2) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the a Constituent Company or any of its ERISA Affiliate Affiliates of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or (iii3) any event, transaction or condition that could result in the incurrence of any liability by the a Constituent Company or any of its ERISA Affiliate Affiliates pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien Encumbrance on any of the rights, properties or assets of the a Constituent Company or any of its ERISA Affiliate Affiliates pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or LienEncumbrance, taken together with any other such liabilities or Liens Encumbrances then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware obtains actual knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Parent or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Parent or any ERISA Affiliate of a notice from a Multiemployer Plan to which the Parent or any ERISA Affiliate has a contribution obligation that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could would result in the incurrence of any liability by the Company Parent or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Parent or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware has knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company an Obligor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company any Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that reasonably could result in the incurrence of any liability by the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plansEmployee Benefit Plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a financial penalty greater than U.S.$5,000,000 (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware the Company receives notice of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or Company, an ERISA Affiliate or another Affiliate proposes to take with respect thereto: (i) with respect to any PlanPlan subject to ERISA, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, thereunder for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any PlanPlan subject to ERISA, or the receipt by the Company or any ERISA Affiliate or other Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate or other Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate or other Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;; or (iv) any contribution required to be made with respect to a Foreign Pension Plan which is not made within the time limit applicable thereto where such failure could reasonably be expected to have a Material Adverse Effect; or (v) either the Company or an ERISA Affiliate incurring a Material liability pursuant to any Foreign Pension Plan which could reasonably be expected to have a Material Adverse Effect.

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company any Obligor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company any Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement of any liability by the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; or (iv) ​ ​receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company any Obligor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement by the Company any Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; or (iv) ​ ​receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunderthereunder (other than a reportable event of a technical and routine nature which occurs as a result of a transaction permitted under Section 10.8(b)), for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; and

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(\b\c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; oror \Pengrowth Energy Corporation Note Purchase Agreement\ (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten 15 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Guarantor or the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and that could reasonably be expected to result in a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company either Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth Madison Gas and Electric Company Note Purchase Agreement the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; and

ERISA Matters. promptly, and in any event within ten days 10 Business Days after a Responsible Officer becoming aware the Company obtains Knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Guarantor or the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Pension Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or the receipt by the Company either Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and which would reasonably be expected to have a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or (iii) any event, transaction or condition that could reasonably be expected to result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Foreign Pension Plans which tax, penalty or liability would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent, Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent, Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any eventpending claim, transaction action or condition lawsuit by the Internal Revenue Service, Department of Labor, or a plan participant or beneficiary that reasonably could be expected to result in the incurrence of any liability by the Parent, Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or or, with respect to any Plan, in the imposition of any Lien on any of the rights, properties or assets of the Parent, Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; oror Tortoise MLP Fund, Inc. Note Purchase Agreement (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi‑employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi‑employer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or, to the knowledge of the Company, the threatening by the PBGC of the institution of, proceedings under Artisan Partners Holdings LP Note Purchase Agreement section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or, to the knowledge of the Company, the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or Artisan Partners Holdings LP Note Purchase Agreement assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non‑U.S. Plans;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer of the Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i1) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofof this Agreement; or (ii2) the taking institution by the PBGC, or the threatening by the PBGC of steps to institute the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii3) any event, transaction or condition that could result results in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA (other than for the payment PBGC premiums due but not delinquent under Section 4007 of premiums to the PBGCERISA) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee pension benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer of a Constituent Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the such Constituent Company or an ERISA Affiliate proposes to take with respect thereto: (i1) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofof this Agreement; or (ii2) the taking institution by the PBGC of, or the written threat by the PBGC of steps to institute the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Parent Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii3) any event, transaction or condition that could result results in the incurrence of any liability by the Company or Parent Guarantor or, to the knowledge of a Responsible Officer, any ERISA Affiliate pursuant to Title I or IV of ERISA (other than for the payment PBGC premiums due but not delinquent under section 4007 of premiums to the PBGCERISA) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Parent Guarantor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptlyPromptly, and in any event within ten days five days, after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(cSection 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and the potential cost to the Borrower or such ERISA Affiliate resulting therefrom exceeds $500,000; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening in writing by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plansany Plan, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; oror ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Infrastructure Corporation Note Purchase Agreement (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi‑employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi‑employer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; oror KCP&L Greater Missouri Operations Company Note Purchase Agreement (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor, the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor, the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptlyPromptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan subject to Title IV of ERISA (other than a Multiemployer Plan), the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofthereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan (other than a Multiemployer Plan), or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten days five (5) Business Days (or such longer period as the Required Holders may agree in their sole discretion) after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Company, the Issuer or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(cSection 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofthereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Company, the Issuer or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any Any event, transaction or condition that could result in the incurrence of any liability by the Company Company, the Issuer or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the imposition of a penalty or excise tax under the provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Company, the Issuer or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; oror Tortoise Power and Energy Infrastructure Fund, Inc. Master Note Purchase Agreement (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; or

ERISA Matters. promptlyPromptly, and in any event within ten five days after a Responsible Senior Financial Officer becoming becomes aware of any of the following, the Company shall provide each Purchaser a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (ia) with respect to any Planplan, the occurrence of any reportable event, as defined in section 4043(c4043(B) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (iib) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Planplan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan multi-employer plan that such action has been taken by the PBGC with respect to such Multiemployer Planmulti-employer plan; or (iiic) any event, transaction or condition that could would likely result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lienlien, taken together with any other such liabilities or Liens liens then existing, could would reasonably be expected to have a Material Adverse Effect;material adverse effect.

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and on the date of the Closing; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Company, the Issuer or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofthereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Company, the Issuer or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Company, the Issuer or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Company, the Issuer or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or Company, any of its Subsidiaries, or, to the extent known by a Responsible Officer after making reasonable due inquiry, an ERISA Affiliate (which is not a Subsidiary) proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or; (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; or

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer of the Parent becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Parent or an ERISA Affiliate proposes to take with respect thereto:: STAG Industrial Operating Partnership, L.P. Note Purchase Agreement (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Parent, the Issuer or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Parent, the Issuer or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Parent, the Issuer or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five (5) days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, Reportable Event for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware has knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company an Issuer, a Subsidiary Guarantor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; , or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company any Issuer, a Subsidiary Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company an Issuer, a Subsidiary Guarantor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company any Issuer, any Subsidiary Guarantor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or or ▇▇▇▇▇ ▇▇▇▇▇▇ Industries, Inc. Note Purchase Agreement (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate Affili-ate pursuant to Title I or Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or Title IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ proposes to take with respect thereto: (i) with respect to any PlanPlan subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate for failure to comply with the provisions of Title I of ERISA or pursuant to Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plansplans (as defined in Section 3 of ERISA), or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan), the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Guarantor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Guarantor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Guarantor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Guarantor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer of the Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i1) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii2) the taking institution by the PBGC, or the threatening by the PBGC of steps to institute the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii3) any event, transaction or condition that could result results in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA (other than for the payment PBGC premiums due but not delinquent under Section 4007 of premiums to the PBGCERISA) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee pension benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor, the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor, the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien Encumbrance on any of the rights, properties or assets of the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or LienEncumbrance, taken together with any other such liabilities or Liens Encumbrances then existing, could reasonably be expected to have a Material Adverse Effect;; Essex Portfolio, L.P. Note Purchase Agreement

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware obtains actual knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Guarantor or the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company either Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company either Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Parent or an ERISA Affiliate Affiliate, including the Company, proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Parent or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Parent or any an ERISA Affiliate Affiliate, including the Company, pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Parent or any an ERISA Affiliate Affiliate, including the Company, pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company any Obligor or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company any Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company any Obligor or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; or Lincoln Electric Holdings, Inc. Note Purchase Agreement (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting Cleco Power LLC Note Purchase Agreement forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate Affili-ate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptlyPromptly, and in any event within ten five days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(cSection 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and the potential cost to the Borrower or such ERISA Affiliate resulting therefrom exceeds $500,000; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening in writing by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or, to the knowledge of the Company, the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the followingfollowing that would reasonably be expected to have a Material Adverse Effect, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have ; or (iv) receipt of notice of the imposition of a Material Adverse Effect;financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and ‑14‑

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; oror ▇▇▇▇▇ ▇▇▇▇▇▇ Industries, Inc. Note Purchase Agreement (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate Affili-ate pursuant to Title I or Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or Title IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptlyPromptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan subject to Title IV of ERISA (other than a Multiemployer Plan), the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofthereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan (other than a Multiemployer Plan), or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five (5) Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence notification to the Pension Benefit Guaranty Corporation of any reportable event, as defined in section 4043(c) of ERISA and the regulations and other guidance thereunder, for which notice thereof has not otherwise been waived pursuant to section 4043 and such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could would result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the a penalty or excise tax under the provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ proposes to take with respect thereto: (i) with respect to any PlanPlan subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate for failure to comply with the provisions of Title I of ERISA or pursuant to Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plansplans (as defined in Section 3 of ERISA), or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate Affili­ate pursuant to Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days (thirty days with respect to clause (A) below) after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (iA) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (iiB) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iiiC) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA (other than claims for the payment of premiums to the PBGCbenefits under any Plan) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lienlien, taken together with any other such liabilities or Liens liens then existing, could reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten days (10) Business Days after a Responsible Officer of the Company becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof if such event would reasonably be expected to result in a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten days five (5) Business Days (or such longer period as the Required Holders may agree in their sole discretion) 508134571 -24- after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the followingfollowing that would reasonably be expected to have a Material Adverse Effect, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; oror ‑16‑ UGI Utilities, Inc. Note Purchase Agreement (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;; and

ERISA Matters. promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Parent or an ERISA Affiliate proposes to take with respect thereto: (i1) promptly, and in any event within five Business Days after the related filing with the PBGC, with respect to any Plan, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofEffective Date; or (ii2) promptly, and in any event within five Business Days after a Responsible Officer of the Parent becomes aware of the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Parent or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii3) promptly, and in any event within five Business Days after a Responsible Officer of the Parent becomes aware of any event, transaction or condition that could result in the incurrence of any liability by the Company Parent or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the imposition of a penalty or excise tax under the provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Parent or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and on the date of the Closing; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor, the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor, the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; oror ▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. Note Purchase Agreement (iii) any event, transaction or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien Encumbrance on any of the rights, properties or assets of the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or LienEncumbrance, taken together with any other such liabilities or Liens Encumbrances then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or; (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; or; (iii) any event, transaction or condition that could would reasonably be expected to result in the incurrence of any liability by the Company or any ERISA Affiliate Affili ate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non U.S. Plans;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or Company, any of its Subsidiaries, or, to the extent known by a Responsible Officer after making reasonable due inquiry, an ERISA Affiliate (which is not a Subsidiary) proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;; and

ERISA Matters. promptlyPromptly, and in any event within ten five days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and the potential cost to the Borrower or such ERISA Affiliate resulting therefrom exceeds $500,000; or (ii) the taking by the PBGC of steps to institute institute, or the threatening in writing by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten days promptly after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i1) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii2) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii3) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptlyPromptly, and in any event within ten five days after a Responsible Senior Financial Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofReportable Event; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten days Business Days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan (other than any Multiemployer Plan) that is subject to Title IV of ERISA, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; oror South Jersey Industries, Inc. Note Purchase Agreement (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate Affili-ate pursuant to Title I or Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or Title IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Benefit Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code IRC relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that IHOP, the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by IHOP, the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by IHOP, the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of IHOP, the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability liability, penalty, excise tax or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptlyPromptly, and in any event within ten five days after a Responsible Officer becoming becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company Borrower or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof and the potential cost to the Borrower or such ERISA Affiliate resulting therefrom exceeds $500,000; or (ii) the taking by the PBGC of steps to institute institute, or the threatening in writing by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or or 50 (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company Borrower or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Borrower or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptlyPromptly, and in any event within ten thirty (30) days after a Responsible Officer becoming the Lessee becomes aware of any of the followingfollowing with respect to the Lessee or any ERISA Affiliate, a written notice setting forth the nature thereof and the actionactions, if any, any that the Company Lessee or an any ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(cSection 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company Lessee or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or or (iii) any ERISA Event or any event, transaction or condition that reasonably could be expected to result in the incurrence of any liability by the Company Lessee or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Lessee or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;.

ERISA Matters. promptly, and in any event within ten 5 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Pension Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or; (ii) the taking institution by the PBGC of, or the written threat by the PBGC of steps to institute the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or; (iii) any event, transaction or condition that could result results in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee pension benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or ▇▇▇▇▇▇ REALTY, L.P. NOTE PURCHASE AGREEMENT (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section Section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofregulations; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section Section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence or imposition of any liability by or on the Company or any ERISA Affiliate pursuant to Title I of ERISA or Title IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating applicable to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title IV or the penalty provisions of Title I of ERISA or Title IV of ERISA, such penalty or excise tax provisionsprovisions of the Code, Sections 401(a)(29), 412, 430 or 436 of the Code or Sections 307 or 4068 of ERISA, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or, to the knowledge of the Company, the threatening by the PBGC of the institution of, proceedings under section 4042 Artisan Partners Holdings LP Note Purchase Agreement of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; or (iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non‑U.S. Plans;

ERISA Matters. promptly, and in any event within ten 10 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate Affiliate, proposes to take with respect thereto:: 4824-7341-0592.7 (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could would reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company \Trust\Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c\Section\section 4043(\b\c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute proceedings under section 4042 of ERISAinstitute, or the existence threatening by the PBGC of any eventthe institution of, transaction, or condition that constitutes grounds proceedings under section \Section\section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company \Trust\Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company \Trust\Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company \Trust\Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof ▇▇▇▇▇, Inc. Amended and Restated Note Purchase Agreement has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor, the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor, the Company or any ERISA Affiliate of a notice from a Multiemployer Multi-employer Plan that such action has been taken by the PBGC with respect to such Multiemployer Multi-employer Plan; oror Essex Portfolio, L.P. Note Purchase Agreement (iii) any event, transaction or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien Encumbrance on any of the rights, properties or assets of the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or LienEncumbrance, taken together with any other such liabilities or Liens Encumbrances then existing, could reasonably be expected to have a Material Adverse Effect;

ERISA Matters. promptly, and in any event within ten thirty (30) days after a Responsible Officer Officer’s becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an any ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, the occurrence of any reportable event, as defined in section 4043(c4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof, or any successor regulations; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have will result, directly or indirectly, in a Material Adverse Effect;; and

ERISA Matters. promptly, and in any event within ten five (5) days after a Responsible Officer becoming any Alpine Party becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company such Alpine Party or an ERISA Affiliate thereof proposes to take with respect thereto: (i) with respect to any ERISA Plan, the occurrence of any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereofhereof that could reasonably be expected to have a Material Adverse Effect; or (ii) the taking by the PBGC of steps to institute institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA, or the existence of any event, transaction, or condition that constitutes grounds under section 4042 of ERISA, ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan, or the receipt by the Company such Alpine Party or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company such Alpine Party or any ERISA Affiliate thereof pursuant to Title I or IV (other than for the payment of premiums to the PBGC) or the penalty provisions of Title I of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company Issuer or any ERISA Affiliate pursuant to Title I or IV or the penalty provisions of Title I of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;