Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledge; (b) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (c) the occurrence of such Plan under Title IV any (i) ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of ERISAthe Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice determination that any Multiemployer Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in reorganizationendangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is insolvent a party; (e) of any material change in accounting policies or has been terminated, a copy of such notice; (iii) receives notice from financial reporting practices by the PBGC under Title IV of ERISA of an intent to terminate, impose liability Borrower or any Subsidiary (other than for premiums under Section 4007 of ERISA) changes in respect of, or appoint a trustee to administer any Plan, a copy of such notice; GAAP); (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(cf) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; announcement by ▇▇▇▇▇’▇ or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect S&P of any Benefit Arrangement or makes change in a Debt Rating; and (g) any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change . The Borrower may, by delivering to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any Lenderrepresentation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders within 10 Business Days from the receipt thereof that the Required Lenders have consented thereto; provided, any information or documentation requested by it for purposes however, that the consent of complying with the Beneficial Ownership RegulationRequired Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent for delivery to each LenderLender prompt (and, prompt in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof) written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete the filing or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to administer the knowledge of Holdings or the Borrower, affecting Holdings, the Borrower or any Planof their respective Subsidiaries which, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Codeif adversely determined, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (iii) the imposition occurrence of a Lien any event or the posting any other development by which Holdings or any of a bond its Subsidiaries (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) promptly and in any event within 15 days after (A) Holdings, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Responsible Officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by Holdings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto; and, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Holdings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Borrower; (cv) the occurrence of any default or event of default, or the receipt by Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of Holdings or any of its Subsidiaries; (ivi) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; (vii) any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (orc) and (d) of such certification; (viii) any amendment, if applicablewaiver, supplement, or other modification of any Subordinated Debt Document or Note Document; and (ix) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Borrower will furnish to the Borrower Administrative Agent and each Lender the following: (i) promptly and in any event at least 30 days prior thereto (or such later date as agreed in writing by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any Subsidiary ceasing to fall within an express exclusion to office or facility at which Collateral owned by it is located (including the definition establishment of “any such new office or facility), (iii) in any Loan Party’s identity or legal entity customer” under the Beneficial Ownership Regulationstructure, (iv) and in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; (ii) promptly upon and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the reasonable request applicable Insurance Regulatory Authorities; and (iii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for Holdings or any of its Subsidiaries after the Closing Date on any Real Estate. (c) The Borrower shall promptly (and in any event within 7 days) notify the Administrative Agent of the formation or acquisition of any Lender, Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any information Subsidiary of the Borrower has applied for an Insurance License and will become an Insurance Subsidiary or documentation requested Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by it for purposes a written statement of complying a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with the Beneficial Ownership Regulationrespect thereto.

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent and each Lender prompt (not to each Lender, prompt exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (bii) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which its Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISAMaterial Adverse Effect, or knows that ; (iii) written notice, in form and detail reasonably satisfactory to the plan administrator Administrative Agent and each of the Lenders, within ten (10) days of any Plan has given judgment not covered by insurance, whether final or is required to give notice otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00; (iv) the occurrence of any such reportable eventevent or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, a copy of the notice of such reportable event given maintain or comply with any permit, license or other approval required to be given to the PBGC; under any Environmental Law, (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISAthe adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, a copy any of such notice and other information filed with the PBGC; its Subsidiaries or any ERISA Affiliate; (vi) gives the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of withdrawal from an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any Plan pursuant note, evidence of indebtedness, indenture or other obligation to Section 4063 which or with respect to which the Borrower, any PoolUnencumbered Property Owner or any of ERISAtheir respective Subsidiaries is a party or obligor, a copy whether as principal or surety, and such default would permit the holder of such notice; note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default; (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect receipt of any Benefit Arrangement documents, correspondence or makes written notice from any amendment Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any Plan operator or Benefit Arrangement which has resulted tenant of any PoolUnencumbered Property; and (viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease; (ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries; (x) the occurrence of a Material Acquisition; (xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date; (xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which any security issued by the Borrower or applicable ERISA Affiliate is required any of its Subsidiaries or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer any agreement, instrument or other executive officer undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower setting forth the details or any of the event or development requiring such notice its Subsidiaries and any action taken Governmental Authority; or proposed to be taken with respect thereto(iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and (cxiii) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (orc) or (d) of such certification. (b) The Borrower will furnish to the Administrative Agent and each Lender the following: (i) promptly and in any event at least 30 days prior thereto, if applicablenotice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any Subsidiary ceasing to fall within an express exclusion to of its Subsidiaries after the definition Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of “legal entity customer” under a Responsible Officer setting forth the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request details of the Administrative Agent event or development requiring such notice or other document and any Lender, any information action taken or documentation requested by it for purposes of complying proposed to be taken with the Beneficial Ownership Regulationrespect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required together with any other ERISA Events that have occurred, could reasonably be expected to give notice of result in a Material Adverse Effect; (d) any such reportable eventother development that results in, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in, a Material Adverse Effect; (e) any change in any Loan Party’s chief executive officer, chief financial officer or chairman; (f) the imposition discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; (g) any failure by any Loan Party to pay rent at any of such Loan Party’s locations, which failure continues for more than ten (10) days following the day on which such rent first came due if the result of such failure would be reasonably likely to result in a Material Adverse Effect; (h) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent; and (i) the filing of any Lien or the posting of a bond or other security, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takefor unpaid Taxes against any Loan Party. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto; and (c) (i) of . The Lender hereby expressly acknowledges and agrees that information furnished by the Borrower pursuant to this Section 5.02 may constitute material, non-public information about the Borrower, and the Lender hereby consents to receiving such information. The Lender further agrees that, to the extent any change such information constitutes “Disclosed Information” as defined in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicableSecurities Purchase Agreement, the Borrower or any Subsidiary ceasing to fall within an express exclusion will only include such information in a current report on Form 8-K filed with the SEC to the definition extent disclosure of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any such information or documentation requested is specifically required by it for purposes of complying with the Beneficial Ownership Regulation.a reporting Item included in Form 8-K.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if and when adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Affiliate Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; (id) gives or is required to give notice to the PBGC assertion of any “reportable event” (as defined in Section 4043 of ERISA) environmental matter by any Person against, or with respect to the activities of, the Borrower or any Plan of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (e) immediately, notice of actual (or threatened action that could reasonably be expected to lead to the) suspension, termination or revocation of any License of any Insurance Company which is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the commencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which could reasonably be expected to constitute grounds for a termination materially adversely affect the authority of such Plan under Title IV Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority); (f) promptly after the Borrower knows or has reason to believe that any insurance, banking or other regulator having jurisdiction over the Borrower or any of ERISAits Material Subsidiaries has commenced any proceeding, issued any order, given notice of a formal hearing, sought relief from any court or taken any similar action with respect to the Borrower or any of its Material Subsidiaries that seeks to, or knows that would, result in the plan administrator revocation of any Plan has given license or is required authorization of the Borrower or any of its Material Subsidiaries or materially restrict the ability of the Borrower or any of its Material Subsidiaries to give notice of do business in any such reportable eventjurisdiction, a copy of the notice of describing in reasonable detail such reportable event given proceeding, order, hearing or required to be given to the PBGCsimilar action; and (iig) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice any other development that any Multiemployer Plan is in reorganizationresults in, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer senior financial officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly Agent (and the Administrative Agent will furnish to each Lender, ) prompt written notice of the following: (a) the occurrence of any Default or Event of which Default, including, without limitation and for the avoidance of doubt, any Responsible Officer notice of termination of the Borrower obtains knowledgeApproved Floorplan Financing; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Parent or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan its Subsidiaries which could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the Parent or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within fifteen (15) days after (i) the Parent, any of its Subsidiaries or an ERISA Affiliate knows that any ERISA Event has occurred that could result in material liability to the Borrower or any of the Loan Parties, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to any ERISA Event and any notices received by the Borrower, such Loan Party or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto; and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of Loan Parties or Benefit Arrangement any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by the Parent or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Parent or any of its Subsidiaries; (f) promptly, and in any event within ten (10) Business Days (i) after any Material Agreement is terminated or cancelled, expires and is not renewed or is amended in a manner that is materially adverse to Parent or a Subsidiary, as the case may be, or (ii) any new Material Agreement, the termination of which has resulted would reasonably be likely to result in a Material Adverse Effect, is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Agreement; provided, no such prohibition on delivery shall be effective if it were bargained for by Parent or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.2(f)), and an explanation of any actions being taken with respect thereto (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoMaterial Adverse Effect; and (ch) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (or, if applicable, the Borrower c) or any Subsidiary ceasing to fall within an express exclusion to the definition (d) of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulationsuch certification.

Notices of Material Events. The Lead Borrower will furnish or caused to be furnished to the Administrative Agent, which shall then promptly furnish to each Lender, prompt Agent written notice of the followingfollowing promptly after any Responsible Officer of Lead Borrower obtains actual knowledge thereof: (a) the occurrence of any Default of which any Responsible Officer of Default, specifying the Borrower obtains knowledgenature and extent thereof; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives written threat or is required to give notice to the PBGC of intention of any “reportable event” (Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against any Loan Party or any of its Subsidiaries, in each case as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for have a termination Material Adverse Effect; (c) the occurrence of such Plan under Title IV any ERISA Event (or any similar event with respect to a Foreign Plan) that, together with all other ERISA Events (or other similar events with respect to Foreign Plans) that have occurred, could reasonably be expected to result in liability of ERISAany Loan Party in an aggregate amount exceeding the Threshold Amount; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party or any of its Subsidiaries with the Securities and Exchange Commission, or knows that any Governmental Authority succeeding to any or all of the plan administrator functions of said Commission, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be; (e) the occurrence of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice other development that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (f) any change in the imposition information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of a Lien beneficial owners identified therein; (g) if, prior to the Permanent Borrowing Base Trigger, the Loan Parties’ combined liquidity (including unrestricted cash and Cash Equivalents and availability under the Revolving Facility) falls below $50,000,000 for two consecutive Business Days; and (h) promptly after the furnishing, receipt or the posting execution thereof, copies of a bond (i) any amendment, waiver, consent or other security, a certificate of a Financial Officer written modification of the Borrower setting forth details as R▇▇▇▇▇▇▇▇ Factoring Agreement and (ii) any notice of default or any notice related to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeexercise of remedies under the R▇▇▇▇▇▇▇▇ Factoring Agreement. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of Lead Borrower or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, in the case of any such notice under clause (a), (b), (c), (e), (f) or (h)(ii), any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent and each Lender prompt (not to each Lender, prompt exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (bii) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which its Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISAMaterial Adverse Effect, or knows that ; (iii) written notice, in form and detail reasonably satisfactory to the plan administrator Administrative Agent and each of the Lenders, within ten (10) days of any Plan has given judgment not covered by insurance, whether final or is required to give notice otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00; (iv) the occurrence of any such reportable eventevent or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, a copy of the notice of such reportable event given maintain or comply with any permit, license or other approval required to be given to the PBGC; under any Environmental Law, (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves an Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISAthe adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, a copy any of such notice and other information filed with the PBGC; its Subsidiaries or any ERISA Affiliate; (vi) gives the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of withdrawal from an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any Plan pursuant note, evidence of indebtedness, indenture or other obligation to Section 4063 which or with respect to which the Borrower, any Unencumbered Property Owner or any of ERISAtheir respective Subsidiaries is a party or obligor, a copy whether as principal or surety, and such default would permit the holder of such notice; note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default; (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect receipt of any Benefit Arrangement documents, correspondence or makes written notice from any amendment Governmental Authority that regulates the operation of any Unencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the Unencumbered Property, Borrower, Guarantor, Unencumbered Property Owner, or any Plan operator or Benefit Arrangement which has resulted tenant of any Unencumbered Property; and (viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under aan Eligible Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or an Unencumbered Property Owner under aan Eligible Ground Lease; (ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries; (x) the occurrence of a Material Acquisition; (xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date; (xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which any security issued by the Borrower or applicable ERISA Affiliate is required any of its Subsidiaries or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer any agreement, instrument or other executive officer undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower setting forth the details or any of the event or development requiring such notice its Subsidiaries and any action taken Governmental Authority; or proposed to be taken with respect thereto(iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and (cxiii) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (or, if applicable, the Borrower c) or any Subsidiary ceasing to fall within an express exclusion to the definition (d) of “legal entity customer” under the Beneficial Ownership Regulationsuch certification. (b) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation[intentionally omitted].

Notices of Material Events. The Borrower will furnish to the Administrative Agent, Agent (which shall then promptly furnish make such information available to each Lender, the Lenders in accordance with its customary practices) prompt written notice of the following:following (and in any event no later than five (5) Business Days after any Responsible Officer’s knowledge of the occurrence thereof): (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 litigation, investigation, action, suit or proceeding by or before any arbitrator or Governmental Authority against or involving the Borrower, any of ERISA) with respect to its Subsidiaries or any Plan which could reasonably be expected to constitute grounds for a termination Affiliate thereof or any of such Plan under Title IV of ERISAtheir respective properties, assets or knows business that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any ERISA Event that, alone or the posting of a bond or together with any other securityERISA Events that have occurred, a certificate of a Financial Officer could reasonably be expected to result in liability of the Borrower setting forth details and its Subsidiaries in an aggregate amount exceeding $5.0 million; (d) the occurrence and nature of any Prohibited Transaction or any funding deficiency with respect to any Plan, or a transaction that Borrower reasonably knows the IRS or Department of Labor or any other Governmental Authority is reviewing to determine whether a Prohibited Transaction might have occurred, in each case, that could reasonably be expected to result in a Material Adverse Effect; (e) any Loan Party’s intention to terminate or withdraw from any Plan; (f) the aggregate present value of accrued benefit liabilities (whether or not vested) under all Foreign Pension Plans, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current aggregate value of the assets of such Foreign Pension Plans allocable to such occurrence and actionbenefit liabilities by more than $5.0 million; (g) any notice of any violation received by any Loan Party or any Subsidiary thereof from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (h) any labor controversy that has resulted in, if anyor threatens to result in, which a strike or other work action against any Loan Party or any Subsidiary thereof in each case that could reasonably be expected to result in a Material Adverse Effect; (i) any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the Borrower extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or applicable ERISA Affiliate is required amendment; (j) any material notice provided to the holders of any Material Indebtedness along with a copy of such notice; and (k) any other development that results in, or proposes would reasonably be expected to takeresult in, a Material Adverse Effect. Each notice delivered under this Section 5.02 (other than clause (h) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lenderafter any Responsible Officer of any Loan Party obtains knowledge thereof, prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice to proceeding by or before any arbitrator or Governmental Authority against the PBGC MLP or any of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan its Restricted Subsidiaries which could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the MLP or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete any claim with respect to any Environmental Liability, or partial withdrawal liability under Title IV (iii) becomes aware of any basis for any Environmental Liability, which, either individually or in the aggregate in the case of clauses (i), (ii) and (iii) above, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 45 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or notice has reason to know that any Multiemployer Plan is in reorganizationERISA Event has occurred, is insolvent or has been terminateda certificate of a Responsible Officer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such notice; (iii) receives notice ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany material Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from a Responsible Officer; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of any Loan Party or any of its Restricted Subsidiaries; (f) the establishment of any Bank Product with any Bank Product Provider or any Hedging Obligation with any Lender-Related Hedge Provider; and (g) prompt notice of any termination (other than in accordance with its terms) of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue or Pro Forma Adjusted EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; (h) any other development that is specific to the Loan Parties and their Restricted Subsidiaries (and not a matter of general public knowledge) that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Material Adverse Effect. The Borrower setting forth details as will furnish to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, prompt Lender or cause to be furnished to Lender written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledge; (b) if and when any ERISA Affiliate (i) gives any Default, Event of Default, Collateral Event of Default, Early Collar Termination Event or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAPotential Adjustment Event, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice any transaction or event that, if consummated, would constitute a Change of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganizationControl, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which matter that has resulted or could reasonably be expected to result in a Material Adverse Effect or (iv) the receipt of any notice of any governmental investigation or any litigation commenced or threatened against Borrower; (b) the imposition of a any Transfer Restriction on any of the Collateral, or any transaction or event that, if consummated, effected or completed, would reasonably be expected to result in any such imposition; (c) the existence of any Lien (other than Permitted Liens) or the posting making or assertion of any claim against any of the Collateral; (d) any change in the information provided in the Beneficial Ownership Certification delivered to Lender that would result in a bond change to the list of beneficial owners identified in such certification; (e) the occurrence of any ERISA Event that, alone or together with any other securityERISA Events that have occurred, a certificate of a Financial Officer could reasonably be expected to result in liability of the Borrower setting forth details as to such occurrence and action, if any, which its Subsidiaries in an aggregate amount exceeding $50,000; or (f) the acquisition by Borrower or applicable ERISA any Affiliate is required or proposes thereof of any Shares following the date hereof. In addition, (i) promptly after the Closing Date (but in any event, no later than ten Business Date after the Closing Date), Borrower shall provide Lender with evidence that the Schedule of Payments was registered with the Central Bank of Brazil and (ii) Borrower shall furnish to takeLender at least five (5) Business Days’ prior written notice of any proposed amendment to its Organization Documents. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if and when adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Affiliate event or any other development by which the Borrower or any of its Subsidiaries (i) gives fails to comply with any Environmental Law or is to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to give any Environmental Liability, (iii) receives notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) claim with respect to any Plan Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any License now or hereafter held by any Material Insurance Subsidiary which is required to conduct insurance business in compliance with all Applicable Laws and the expiration, revocation or suspension of which could reasonably be expected to constitute grounds for have a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (g) the plan administrator receipt of any Plan has given or is required to give notice from any Governmental Authority of the institution of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan disciplinary proceedings against or in respect of any Benefit Arrangement Insurance Subsidiary, or makes the issuance of any amendment order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which if adversely determined could reasonably be expected to have a Material Adverse Effect; (h) any Plan judicial or Benefit Arrangement administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has resulted been issued or adopted and which has had, or which could reasonably be expected to have, a Material Adverse Effect; and (i) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender), prompt through the Administrative Agent, written notice of the followingfollowing promptly after obtaining knowledge thereof: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any Subsidiary that, if and when adversely determined, is reasonably likely to result in a Material Adverse Effect; (c) the occurrence of any ERISA Affiliate (i) gives Event that alone or is required to give notice to the PBGC of together with any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAother ERISA Events that have occurred, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer liability of the Borrower setting forth details as to such occurrence and actionthe Subsidiaries in an aggregate amount exceeding $20,000,000; (d) the receipt by Holdings, if any, which the Borrower or applicable ERISA Affiliate any Subsidiary of (i) any notice of any loss of (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or (B) any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance order or adverse report issued by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (A) the suspension or forfeiture of any material governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise necessary for the Borrower or any Subsidiary to carry on its business as now conducted or as proposed to be conducted or (B) any other material Limitation imposed upon the Borrower or any Subsidiary; (e) any Change in Law of the type described in clause (a) or (b) of such definition relating to any Third Party Payor Arrangement that could reasonably be expected to have a material and adverse effect on the ability of the Borrower or any Subsidiary to carry on its business as now conducted or as proposed to be conducted; and (f) any other development that results in, or is required or proposes reasonably likely to takeresult in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower Company will furnish to the Administrative Agent, which upon receipt shall then promptly furnish provide to each Lender, prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and when its Subsidiaries in an aggregate amount exceeding $3,000,000; (d) of the occurrence of any of the following events affecting the Company or any ERISA Affiliate, and deliver to the Administrative Agent and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event: (i) gives or is required an ERISA Event that could reasonably be expected to give notice to create a material liability of the PBGC Company; (ii) a material increase in the Unfunded Pension Liability of any “reportable event” Pension Plan; (as defined iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Company or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in Section 4043 a material increase in contributions or Unfunded Pension Liability; (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing against the Company or any Subsidiary or any of ERISA) with respect their respective properties pursuant to any Plan applicable Environmental Laws which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAbe adversely determined and which, or knows that the plan administrator of any Plan has given or is required if so determined, could reasonably be expected to give notice of any such reportable event, rise to a copy potential liability of the notice Company and its Subsidiaries of such reportable event given $3,000,000 in the aggregate in excess of amounts reserved for or required to be given to the PBGC; reasonably available from insurance or third parties, (ii) receives notice all other Environmental Claims which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of complete the Company and its Subsidiaries of $3,000,000 in the aggregate in excess of amounts reserved for or partial withdrawal liability under Title IV of ERISA reasonably available from insurance or notice that any Multiemployer Plan is in reorganizationthird parties, is insolvent or has been terminated, a copy of such notice; and (iii) receives notice from any environmental or similar condition on any real property adjoining or in the PBGC under Title IV vicinity of ERISA the property of an intent the Company or any Subsidiary that could reasonably be anticipated to terminatecause such property or any part thereof to be subject to any material restrictions on the ownership, impose liability (other than for premiums under Section 4007 of ERISA) in respect ofoccupancy, transferability or appoint a trustee to administer any Plan, a copy use of such notice; (iv) applies property under any Environmental Laws, except for a waiver of the minimum funding standard under Section 412 of the Code, a copy any such restrictions which would not affect such Person's ability to continue its previous use of such applicationproperty; and (vf) gives notice of intent to terminate any Plan under Section 4041(c) of ERISAother development that results in, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative AgentAgent and each Lender prompt and, which shall then promptly furnish to each Lenderin any event, prompt within five Business Days after acquiring knowledge thereof, written notice of the following: (a) the occurrence of any Event of Default of which any Responsible Officer of or Potential Default and the Borrower obtains knowledgeaction that the Loan Parties are taking or propose to take with respect thereto; (b) if and when the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary or Affiliate thereof that could reasonably be expected to result in a Material Adverse Change or that in any manner questions the validity of the Loan Documents; (c) the occurrence of any ERISA Affiliate Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Loan Party in an aggregate amount exceeding $15,000,000; (id) gives the receipt by any the Borrower, any Loan Party or any of their respective Subsidiaries of any notice or direction from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any license now or hereafter held by such Person which is required to give notice conduct insurance business in compliance with all applicable Laws and regulations, other than such expiration, revocation or suspension which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Change, (ii) the PBGC receipt of any “reportable event” (as defined notice from any Governmental Authority of the institution of any disciplinary proceedings against or in Section 4043 respect of ERISA) with respect to any Plan such Person, or the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which could reasonably be expected to constitute grounds for have a termination of such Plan under Title IV of ERISA, Material Adverse Change or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from any judicial or administrative order limiting or controlling the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect insurance business of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement insurance Subsidiary (and not the insurance industry generally) which has resulted been issued or adopted and which could reasonably be expected to have a Material Adverse Change; and (e) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Change. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of any ERISA Affiliate (i) gives action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which Subsidiary which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent any claim with respect to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect ofany Environmental Liability, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies becomes aware of any basis for a waiver any Environmental Liability and in each of the minimum funding standard under Section 412 preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the CodeBorrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, a copy or the receipt by Borrower or any of such application; (v) gives its Subsidiaries of any written notice of intent to terminate any Plan under Section 4041(c) an alleged default or event of ERISAdefault, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement Material Indebtedness of the Borrower or makes any amendment to of its Subsidiaries; (f) simultaneously with the delivery of each Compliance Certificate, a written list of all Material Subsidiaries formed, acquired, or created from a transfer of assets or through any Plan or Benefit Arrangement other event, during the period commencing on the Closing Date and ending on the date on which has resulted the first Compliance Certificate is delivered, and thereafter since the date of the most recently delivered Compliance Certificate; such written list shall include the name of each new Material Subsidiary, its state of incorporation, list of its officers and any other information that the Administrative Agent shall reasonably request. (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly Agent (and the Administrative Agent will furnish to each Lender, ) prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan the Loan Parties which could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is required to give notice of any such reportable event, a copy other development by which the Borrower or any of the notice of such reportable event given Loan Parties (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to be given to the PBGC; under any Environmental Law, (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within fifteen (15) days after the Borrower or any of the Loan Parties knows or has reason to know that any ERISA Event has occurred that could result in liability to the Borrower or any of the Loan Parties, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to any ERISA Event and any notices received by the Borrower, such Loan Party or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto; (e) the occurrence of ERISA any event of default, or the receipt by the Borrower or any of the Loan Parties of any written notice of an intent alleged default or event of default, with respect to terminate, impose liability any Material Indebtedness of the Borrower or any of the Loan Parties; (other than for premiums under Section 4007 of ERISAf) in respect of, any material amendment or appoint a trustee modification to administer any Plan, Material Agreement (together with a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Codethereof), a copy of such application; (v) gives and prompt notice of intent to terminate any Plan under Section 4041(c) termination, expiration or loss of ERISAany Material Agreement that, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISAin each case, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan individually or in respect the aggregate, could reasonably be expected to result in a reduction in revenue or Consolidated EBITDA of ten percent (10%) or more on a consolidated basis from the prior Fiscal Year; and (g) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership RegulationMaterial Adverse Effect.

Notices of Material Events. The Parent and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to administer the knowledge of Parent or the Borrower, affecting Parent or the Borrower or any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement their respective Subsidiaries which has resulted or could would reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or the posting any other development by which Parent or any of a bond its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) Parent, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Officer the chief financial officer of Parent describing such ERISA Event and the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by Parent, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Parent, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Parent, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of Parent; (e) the receipt by Parent or any of its Subsidiaries of any written notice of an alleged event of default with respect to any Material Indebtedness of Parent or any of its Subsidiaries; and (cf) (i) of any change in the information provided in the most recent Beneficial Ownership Certification other development that results in, or would reasonably be expected to result in in, a change to the list of beneficial owners identified therein (or, if applicable, Material Adverse Effect. Parent and the Borrower or any Subsidiary ceasing will furnish to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower Borrowers will furnish by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or by email in accordance with Section 11.1 to the Administrative Agent, which shall then promptly furnish Agent (for prompt delivery to each Lender, prompt ) written notice of the following, promptly after any Responsible Officer of any Borrower has knowledge thereof: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect knowledge of any Benefit Arrangement Borrower, affecting any Borrower or makes any amendment Restricted Subsidiary as to any Plan or Benefit Arrangement which has resulted or could an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or the posting of a bond any other development by which any Borrower or any Restricted Subsidiary (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) any Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Officer the chief financial officer of such Borrower describing such ERISA Event and the Borrower setting forth details as to such occurrence and action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining to such ERISA Event and any notices received by such Borrower, Subsidiary, or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, or (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by any Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of any Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by any Borrower or applicable ERISA Affiliate is required any Restricted Subsidiary of any written notice of an alleged default or proposes event of default, with respect to takeany Material Indebtedness of any Borrower or any Restricted Subsidiary; (f) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; , and , in the occurrence of an event described in subsection (cd) (i) above, a copy of any change in notice filed with the information provided in PBGC or the most recent Beneficial Ownership Certification that would result in a change Internal Revenue Service pertaining to such ERISA Event and any notices received by such Borrower, Subsidiary, or ERISA Affiliate from the list of beneficial owners identified therein (or, if applicable, the Borrower PBGC or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying other governmental agency with the Beneficial Ownership Regulationrespect thereto.

Notices of Material Events. (a) The Borrower Issuer will furnish to the Administrative Agent, which shall then promptly furnish Agent for delivery to each LenderNoteholder prompt (and, prompt in any event, not later than three (3) Business Days (or, in the case of clause (vii)(B) of this Section 5.2(a), ten (10) Business Days) after a Responsible Officer becomes aware thereof) written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (bii) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of Holdings or the Issuer, affecting Holdings, the Issuer or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which their respective Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (iii) the plan administrator occurrence of any Plan has given event or is any other development by which Holdings or any of its Subsidiaries (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) becomes subject to give notice of any such reportable eventEnvironmental Liability, a copy of the notice of such reportable event given or required to be given to the PBGC; (iiC) receives notice of complete any claim with respect to any Environmental Liability, or partial withdrawal liability under Title IV (D) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) promptly and in any event within 15 days after (A) Holdings, any of its Subsidiaries or any ERISA Affiliate knows or notice has reason to know that any Multiemployer Plan is in reorganizationERISA Event has occurred, is insolvent or has been terminateda certificate of a Responsible Officer of the Issuer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such notice; (iii) receives notice ERISA Event and any notices received by Holdings, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by Holdings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any of its Subsidiaries or any ERISA Affiliate, a copy detailed written description thereof from a Responsible Officer of such application; the Issuer; (v) gives the occurrence of any default or event of default, or the receipt by Holdings or any of its Subsidiaries of any written notice of intent an alleged default or event of default, with respect to terminate any Plan under Section 4041(c) Material Indebtedness of ERISA, a copy Holdings or any of such notice and other information filed with the PBGC; its Subsidiaries; (vi) gives any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of withdrawal any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue of the Note Parties of 10% or more on a consolidated basis from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or the prior Fiscal Year; (vii) fails to make (A) any payment material amendment, waiver, supplement, or contribution to any Plan or Multiemployer Plan or in respect other modification of any Benefit Arrangement Term Loan Document or makes ▇▇▇▇ ▇▇▇▇ Debt Document and (B) any amendment to other amendment, waiver, supplement, or other modification of any Plan Term Loan Document or Benefit Arrangement which has resulted ▇▇▇▇ ▇▇▇▇ Debt Document; and (viii) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate Material Adverse Effect. (b) The Issuer will furnish to the Administrative Agent and each Noteholder the following: (i) promptly and in any event at least 30 days prior thereto (or such later date as agreed by the Administrative Agent), notice of any change (i) in any Note Party’s legal name, (ii) in any Note Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Note Party’s identity or legal structure, (iv) in any Note Party’s federal taxpayer identification number or organizational number or (v) in any Note Party’s jurisdiction of organization; (ii) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (iii) as soon as available and in any event within 30 days after receipt thereof, a Financial Officer copy of any environmental report or site assessment obtained by or for Holdings or any of its Subsidiaries after the Closing Date on any Real Estate. (c) The Issuer shall promptly (and in any event within seven days) notify the Administrative Agent of the Borrower setting forth details as to formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Issuer has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeInsurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower Issuer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish the following to the Administrative Agent, which shall then promptly furnish to each Lender, prompt written notice of the followingLender in writing: (a) the occurrence of promptly after Borrower knows or has reason to believe that any Default has occurred, notice of which any Responsible Officer of the Borrower obtains knowledgesuch Default; (b) prompt notice of all legal or arbitral proceedings, and of all proceedings by or before any Governmental Authority or regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting Borrower, any of its Subsidiaries or the Individual Properties, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) as soon as possible, and when in any event within ten days after Borrower knows or has reason to believe that any ERISA Affiliate (i) gives Event has occurred or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) exists with respect to any Plan which could reasonably be expected to constitute grounds for a termination of Borrower, notice of the occurrence of such Plan under Title IV ERISA Event and a copy of ERISAany report or notice required to be filed with or given to the PBGC by Borrower or an ERISA Affiliate with respect to such ERISA Event; (d) prompt notice of (i) any Environmental Defect with respect to an Individual Property, (ii) the assertion of any Environmental Claim by any Person against, or knows that with respect to the plan administrator activities of, Borrower, any of its Subsidiaries or any Individual Property and (iii) any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than, in the case of clause (ii) or (iii), any Environmental Claim or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect, including copies of any Plan has given or is required to give related Environmental Report; (e) prompt notice of any such reportable event, a copy of the default under any Qualified Lease or Qualified Ground Lease; (f) prompt notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice any other development that any Multiemployer Plan is in reorganizationresults in, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition in, a Material Adverse Effect; and (g) notice of any acquisition of a Lien Real Estate Property by Borrower or the posting any of a bond or other securityits Subsidiaries within 15 days after such acquisition; and, at Lender's request, Borrower shall deliver to Lender, with respect to such Real Estate Property, a certificate of brief description and recent photograph, a Financial Officer rent roll summary, a pro forma and historic (if available) income statement and a summary of the Borrower setting forth details as to key business terms of such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeacquisition. Each notice delivered under this Section 9.03 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender) prompt (and, prompt in any event, not later than three Business Days after a Responsible Officer of the Borrower becomes aware thereof) written notice of the following: (ai) the occurrence of any Default or Event of Default; (ii) the filing or commencement of, or any material development in, any action, suit, proceeding, audit, claim, demand, order or dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of any Loan Party, affecting the Borrower or any of its Subsidiaries which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) promptly and in any event within 15 days after (A) any Responsible Officer of the Borrower obtains knowledge; (b) if and when Borrower, any of its Subsidiaries or any ERISA Affiliate (i) gives knows or is required has reason to give notice to know that any ERISA Event has occurred that, either individually or in the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which aggregate, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect, a certificate of the chief financial officer of the Borrower describing such Plan under Title IV of ERISAERISA Event and the action, or knows that the plan administrator of any Plan has given or is required if any, proposed to give notice of any be taken with respect to such reportable event, ERISA Event and a copy of any notice filed with the notice of PBGC or the IRS pertaining to such reportable event given ERISA Event and any notices received by the Borrower, such Subsidiary or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of such ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (B) becoming aware (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable that could reasonably be expected to result in liability to the Borrower or any of ERISA its Subsidiaries, (2) of an intent to terminatethe existence of any Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, in each case, which, either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect, a copy detailed written description thereof from the chief financial officer of such application; the Borrower; (v) gives the occurrence of any event of default (beyond any applicable grace or cure period), or the receipt by the Borrower, or any of its Subsidiaries of any written notice of intent an alleged default or event of default, with respect to terminate any Plan under Section 4041(c) Material Indebtedness of ERISA, a copy the Borrower or any of such notice and other information filed with the PBGC; its Subsidiaries; (vi) gives any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of withdrawal any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue or Adjusted EBITDA of the Loan Parties of 10% or more on a consolidated basis from any Plan pursuant to Section 4063 of ERISA, a copy of such noticethe prior Fiscal Year; or and (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following: (i) promptly and in any event at least 30 days prior thereto, notice of any change (A) in any Loan Party’s legal name, (B) [reserved], (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any Property. (c) The Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of: (i) any Loan Party or a Tenant with respect to an Unencumbered Pool Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to an Unencumbered Pool Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the imposition of aggregate, have a Lien or the posting of a bond or Material Adverse Effect; (ii) any claim to recover any alleged overpayments (other security, a certificate of a Financial Officer of than any such claim made against the Borrower setting forth details as or any of its Subsidiaries that relates to such occurrence and action, if any, a period during which the Borrower or applicable ERISA Affiliate is required such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000; (iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the Borrower or proposes any of its Subsidiaries; (iv) any allegations of licensure violations or fraudulent acts or omissions involving the Borrower or any of its Subsidiaries, or, to takethe knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect; (v) the pending or threatened (in writing) imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property, that could reasonably be expected to have a Material Adverse Effect; (vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Unencumbered Pool Property that could reasonably be expected to have a Material Adverse Effect; (vii) any non-routine and material inspection of any facility of the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property by any Governmental Authority; and (viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the Borrower or any of its Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any material amendment to the Partnership Agreement (MLP), the Partnership Agreement (Borrower) or any Material Agreement, together with a certified copy of such amendment; and (f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect: (i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability; (ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their subsidiaries; or (iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their subsidiaries. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Parent and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Event of Default or Default and of any other development (financial or otherwise) that results, or could reasonably be expected to result, in a Material Adverse Effect, in each case, of which any Responsible Officer member of the Borrower obtains executive management has actual knowledge; (b) if and when the occurrence of any ERISA Affiliate casualty or other insured damage to any assets of a Borrowing Base Party or the commencement of any action or proceeding for the taking of any material assets of a Borrowing Base Party or interest therein under power of eminent domain or by condemnation or similar proceeding which would reasonably be expected to result in a Prepayment Event; (ic) gives or is required to give notice to the PBGC extent any such matter has resulted or would reasonably be expected to result in a Material Adverse Effect, receipt of any “reportable event” notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary; (as defined in Section 4043 d) upon any Authorized Officer’s knowledge thereof, any Lien (other than Permitted Liens) or claim made or asserted against any of ERISAthe Collateral; and (e) within five (5) Business Days of receipt thereof, any and all default notices received under or with respect to any Plan which could reasonably be expected to constitute grounds for a termination leased location or public warehouse where Collateral is located; (f) any material change in accounting or financial reporting practices by the Borrower or any of such Plan under Title IV of ERISA, or knows that its Subsidiaries; (g) the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required to give notice of together with any such reportable eventother ERISA Events that have occurred, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer liability of the Borrower setting forth details as Loan Parties and their Subsidiaries in an aggregate amount exceeding $5,000,000; and (h) any change in the information provided in the Beneficial Ownership Certification delivered to such occurrence and action, if any, which Lender that would result in a change to the Borrower or applicable ERISA Affiliate is required or proposes to takelist of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent for distribution to each Lender, Lender prompt written notice notice, after a Responsible Officer obtains knowledge thereof, of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any Governmental Authority against or, to the knowledge of any Loan Party, affecting the Borrower or any of its Restricted Subsidiaries, which in each case is reasonably likely to be adversely determined, and if so adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability; in each case which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (d) except as would not reasonably be expected to result in a Material Adverse Effect, promptly and in any event within 15 days after (i) the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Responsible Officer of the Borrower obtains knowledge; (b) describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and when a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans and Non-U.S. Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any (i) gives Non-U.S. Plan or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent subject to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy by the Borrower, any of such application; its Restricted Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any a (i) Non-U.S. Plan or Benefit Arrangement (ii) Plan subject to Section 412 of the Code, which has resulted results in a material increase in contribution obligations of the Borrower, any of its Restricted Subsidiaries or could any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; and (e) any other development that results in, or would reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Material Adverse Effect. The Borrower setting forth details as will furnish to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with distribution to each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender, ) prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate material development in, any action, suit, proceeding, audit, claim, demand, order or dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries that (i) gives seeks injunctive or is required to give notice to the PBGC similar relief, (ii) alleges potential or actual violations of any “reportable event” Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (as defined iii) would, either individually or in Section 4043 the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of ERISAany event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Plan which Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such Plan under Title IV of ERISAERISA Event and the action, or knows that the plan administrator of any Plan has given or is required if any, proposed to give notice of any be taken with respect to such reportable event, ERISA Event and a copy of any notice filed with the notice of PBGC or the IRS pertaining to such reportable event given ERISA Event and any notices received by the Borrower, such Subsidiary or required to be given to such ERISA Affiliate from the PBGC; PBGC or any other governmental agency with respect thereto, and (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice becoming aware (1) that any Multiemployer Plan is in reorganization, is insolvent or there has been terminateda material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, a copy or from any prior notice, as applicable, (2) of such notice; the existence of any material Withdrawal Liability, (iii3) receives notice from of the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; and (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Material Adverse Effect. The Borrower setting forth details as will furnish to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent and each Lender prompt (not to each Lender, prompt exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (bii) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which its Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISAMaterial Adverse Effect, or knows that ; (iii) written notice, in form and detail reasonably satisfactory to the plan administrator Administrative Agent and each of the Lenders, within ten (10) days of any Plan has given judgment not covered by insurance, whether final or is required to give notice otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00; (iv) the occurrence of any such reportable eventevent or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, a copy of the notice of such reportable event given maintain or comply with any permit, license or other approval required to be given to the PBGC; under any Environmental Law, (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, involves a Pool Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (v) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISAthe adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, a copy any of such notice and other information filed with the PBGC; its Subsidiaries or any ERISA Affiliate; (vi) gives the occurrence of any Default or Event of Default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of withdrawal from an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any Plan pursuant note, evidence of indebtedness, indenture or other obligation to Section 4063 which or with respect to which the Borrower, any Pool Property Owner or any of ERISAtheir respective Subsidiaries is a party or obligor, a copy whether as principal or surety, and such default would permit the holder of such notice; note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default; (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect receipt of any Benefit Arrangement documents, correspondence or makes written notice from any amendment Governmental Authority that regulates the operation of any Pool Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the Pool Property, Borrower, Guarantor, Pool Property Owner, or any Plan operator or Benefit Arrangement which has resulted tenant of any Pool Property; and (viii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Pool Property Owner under a Ground Lease; (ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries; (x) the occurrence of a Material Acquisition; (xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date; (xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which any security issued by the Borrower or applicable ERISA Affiliate is required any of its Subsidiaries or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer any agreement, instrument or other executive officer undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower setting forth the details or any of the event or development requiring such notice its Subsidiaries and any action taken Governmental Authority; or proposed to be taken with respect thereto(iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and (cxiii) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (orc) or (d) of such certification. (b) The Borrower will furnish to the Administrative Agent and each Lender the following: (i) promptly and in any event at least 30 days prior thereto, if applicablenotice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any Subsidiary ceasing to fall within an express exclusion to of its Subsidiaries after the definition Closing Date on any Pool Property. Each notice or other document delivered under this Section shall be accompanied by a written statement of “legal entity customer” under a Responsible Officer setting forth the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request details of the Administrative Agent event or development requiring such notice or other document and any Lender, any information action taken or documentation requested by it for purposes of complying proposed to be taken with the Beneficial Ownership Regulationrespect thereto.

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender (through the Administrative Agent), which shall then promptly furnish to each Lenderfollowing obtaining knowledge thereof, prompt written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (bii) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAarbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable eventif adversely determined, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could would reasonably be expected to result in a Material Adverse Effect; (iii) (A) as soon as possible upon becoming aware of the imposition occurrence of a Lien any ERISA Event or the posting of a bond or other securityForeign Plan Event, a certificate written notice specifying the nature thereof, what action the Borrower, any Restricted Subsidiary or any of a Financial Officer their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor, the Borrower setting forth details as PBGC or any other governmental agency with respect thereto; and (B) with reasonable promptness, upon Administrative Agent’s request, copies of (1) each Schedule B (Actuarial Information) to such occurrence and action, if any, which the annual report (Form 5500 Series) filed by the Borrower or applicable any Restricted Subsidiary, any of the Borrower, any Restricted Subsidiary or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by the Borrower, any of the Restricted Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other documents or governmental reports or filings relating to any Plan or Pension Plan as Administrative Agent shall reasonably request; (iv) promptly following receipt thereof, copies of (i) any documents described in Section 101(f) of ERISA that the Borrower, any Restricted Subsidiary or any ERISA Affiliate may request with respect to any Plan, and any documents described in 101(k) or 101(l) of ERISA that the Borrower, any Restricted Subsidiary or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the relevant Restricted Subsidiaries or ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative Agent, such Restricted Subsidiary or the ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and (v) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect (other than in respect of developments the subject matter of which is required or proposes to take. covered by subclauses (a)(ii)-(iv)). (b) Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any Proceeding by or before any arbitrator or Governmental Authority against or affecting any Borrower or any Affiliate thereof, including pursuant to any applicable Environmental Laws, that, if and when adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Affiliate Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of any Borrower and its Subsidiaries in an aggregate amount exceeding $25,000; (d) notice of any action arising under any Environmental Law or of any noncompliance by any Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting or financial reporting practices by any Borrower or any Subsidiary; (f) any change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Borrower (or, after the Spin Out, any parent entity of the Parent Borrower) on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or the cessation by a credit rating agency of, or its intent to cease, rating any Borrower’s debt; (g) notice of (i) gives any default, event of default, termination, suspension, rescission, force majeure event or is required to give notice to the PBGC material breach, in each case, of or under any “reportable event” Lease, and (as defined in Section 4043 of ERISAii) with respect to any Plan event or condition which could reasonably be expected to constitute grounds for result in a termination default, event of such Plan default, termination, suspension, rescission or material breach of or under Title IV of ERISAany Lease; and (h) any other development that results in, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section (i) shall be in writing, and (ii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Parent Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent, which Agent (and the Administrative Agent shall then promptly furnish make available to each Lender, prompt ) promptly after any a Responsible Officer obtains knowledge (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default Default, Event of which Default, or any Responsible Officer “Default” or “Event of Default” as defined in the Borrower obtains knowledgeABL DIP Credit Agreement; (b) if and when any ERISA Affiliate (i) gives action, suit or is required to give notice to proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the PBGC Borrower or any of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could their Subsidiaries would reasonably be expected to constitute grounds for have a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any ERISA Event or Foreign Plan has given Event that, individually or is required together with all other ERISA Events or Foreign Plan Events that have occurred, would reasonably be expected to give notice have a Material Adverse Effect; (d) the filing of any such reportable eventLien for unpaid taxes in excess of $1,000,000; (e) any change in the Borrower’s chief executive officer or chief financial officer; (f) any discharge, a copy resignation or withdrawal of the notice of such reportable event given or required to be given to the PBGC; registered public accounting firm (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice provided that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of filing an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed applicable 8-K with the PBGC; SEC shall satisfy any notice requirements under clause (vie) gives notice of withdrawal from above or this clause (f)); (g) any Plan pursuant to Section 4063 of ERISA, a copy of such notice; Casualty Event or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect the commencement of any Benefit Arrangement action or makes any amendment to any Plan or Benefit Arrangement which has resulted or proceeding that could reasonably be expected to result in a Casualty Event, (h) if a Beneficial Ownership Certification has been delivered, any change in the imposition of a Lien or information provided in the posting of a bond or other security, a certificate of a Financial Officer of the Borrower setting forth details as Beneficial Ownership Certification delivered to such occurrence and actionLender that would result in a change to the list of beneficial owners identified in such certification; (i) [reserved]; and (j) any other development specific to Holdings, if any, which the Borrower or applicable ERISA Affiliate any of their Subsidiaries that is required not a matter of general public knowledge and that has had, or proposes would reasonably be expected to takehave, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the material details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee to administer any Planmaterial development in, a copy any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement its Subsidiaries which has resulted or could would reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or any other development by which the posting Borrower or any of a bond its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower or any of its Subsidiaries knows or has reason to know that any ERISA Event that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has occurred, a certificate of a Financial Officer the chief financial officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) to such ERISA Event and a copy of any change in notice filed with the information provided in PBGC or the most recent Beneficial Ownership Certification that would result in a change IRS pertaining to such ERISA Event and any notices received by the list of beneficial owners identified therein Borrower or such Subsidiary (or, if applicable, an ERISA Affiliate) from the PBGC or any other governmental agency with respect thereto and (ii) becoming aware that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status under Title IV of ERISA since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable such that the resulting Unfunded Pension Liabilities, if incurred, or the at risk status, as applicable, would reasonably be expected to have a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower; (e) the receipt by the Borrower or any Subsidiary ceasing to fall within of its Subsidiaries of any written notice of an express exclusion alleged default or event of default, with respect to the definition Existing Lien Credit Agreement or any Material Indebtedness of “legal entity customer” under the Beneficial Ownership RegulationBorrower or any of its Subsidiaries; (f) upon receipt thereof, copies of all final audit reports and all final management letters relating to the Borrower or any of its Subsidiaries submitted by the Borrower’s primary accountants or primary auditors in connection with each annual, interim or special audit of the books of the Borrower or any of its Subsidiaries (ii) promptly upon provided, that, in the reasonable request event that the Borrower engages such accountants or auditors to perform a specific review, test, valuation or other analysis of all or any portion of the Borrower’s financial condition or financial performance, the results of such engagement shall not be required to be delivered to the Administrative Agent or the Lenders to the extent that such results are not otherwise required to be delivered pursuant to another provision of this Agreement); (g) written notice of the receipt by the Borrower or any Lenderof its Subsidiaries from any Governmental Authority or other Person of (1) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances in any such event where the failure or the taking of action would reasonably be expected to have a Material Adverse Effect, (2) any information notice of any actual or documentation threatened in writing Limitation with respect to any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation of the Borrower or any of its Subsidiaries, where such action would reasonably be expected to have a Material Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand or other request or investigation by a Governmental Authority with respect to a possible violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice of suspension or termination of any license, payment, or provider or supplier number or agreement, and (B) Routine Payor Audits); (h) the occurrence of any action, event, investigation, notice or other item that could reasonably be expected to restrain or prevent, or impose any material adverse conditions on, the Existing Senior Notes Redemption; (i) if any Default or Event of Default is in existence, if requested by it for purposes the Administrative Agent, furnish to the Administrative Agent, to the maximum extent permitted by applicable Requirements of complying Law, (i) copies of all Company Regulatory Filings, (ii) copies of all Licenses, Company Accreditations and Company Reimbursement Approvals, as the same may be renewed or amended; (iii) copies of all Health Care Audits and correspondence related thereto and corrective action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks, offsets, vendor holds, denials and appeals of amounts owed pursuant to any Company Reimbursement Approvals, in each case outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks, offsets, denials and vendor holds resulting from, related to or arising out of allegations of fraud or patterns of practices of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to any limitations on disclosure included in any Requirement of Law; (j) any default or material amendment under, or termination of, (i) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the Beneficial Ownership Regulation.Midwest, (iii) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of New York, or (iv) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with UnitedHealthcare of New York, Inc.; and (k) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. The Borrower will furnish to the Administrative Agent (who will furnish to each Lender) the following:

Notices of Material Events. (a) The Borrower will furnish to the Administrative AgentAgent (for distribution to the Lenders) prompt (and, which shall then promptly furnish to each Lenderin any event, prompt not later than five (5) Business Days after a Responsible Officer becomes aware thereof, other than in the case of clause (iv) below) written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete the filing or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower, any of its Subsidiaries or, to administer any Plan, a copy of such notice; (iv) applies for a waiver the Knowledge of the minimum funding standard under Section 412 Borrower, any Associated Practice (including, without limitation, any of the Code, a copy of such application; foregoing that (vx) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; seeks injunctive or similar relief or (viiy) fails to make any payment alleges potential or contribution to any Plan or Multiemployer Plan or in respect actual violations of any Benefit Arrangement or makes Healthcare Law by the Borrower, any amendment of its Subsidiaries or, to the Knowledge of the Borrower, any Plan or Benefit Arrangement which has resulted or could Associated Practice) that would reasonably be expected to result in a Material Adverse Effect; (iii) the imposition occurrence of a Lien any event or any other development by which the posting Borrower, any of a bond its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case of the foregoing clauses (A) through (D) which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (iv) promptly and in any event within 30 days after the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice or any ERISA Affiliate (A) knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Officer the chief financial officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other Governmental Authority with respect thereto; and, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower, in each case of the foregoing clauses (A) and (B), which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (cv) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (ivi) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (c) and (d) of such certification; (vii) (A) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any notification, through letter or otherwise, of a potential investigation relating to submission of claims to Third Party Payor Programs by the Borrower, any of its Subsidiaries or any Associated Practice which, if applicableadversely determined, would reasonably be expected to have a Material Adverse Effect; (B) the voluntary disclosure by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice to the Office of the Inspector General of the United States Department of Health and Human Services, a Medicare fiscal intermediary, any Governmental Authority or any state’s Medicaid program of a potential material overpayment matter involving the submission of claims to such payor; or (C) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any written notice from a Governmental Authority that the Borrower, any of its Subsidiaries or any Associated Practice is subject to a civil or criminal investigation, inquiry or audit involving and/or related to its compliance with Healthcare Laws which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (viii) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice from any Governmental Authority notice of the imposition of any forfeiture or the designation of a hearing that could result in the expiration, termination, revocation, impairment or suspension of any Healthcare Permit that would reasonably be expected to have a Material Adverse Effect; (ix) any material defaults or termination received from any Material Associated Practice, or given by any Loan Party to any Associated Practice, under any Associated Practice Document; and (x) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. (b) The Borrower will furnish to the Administrative Agent (for distribution to the Lenders) the following: (i) notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which tangible Collateral with a book value or fair market value in excess of $5,000,000 owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization, in each case, within 30 days after such change (or such longer period as the Administrative Agent may agree in its reasonable discretion); and (ii) as soon as available and in any event within 30 days after receipt thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion), a copy of any environmental report or site assessment obtained by or for the Borrower or any Subsidiary ceasing to fall within an express exclusion to of its Subsidiaries after the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or Closing Date on any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership RegulationMaterial Real Estate.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan its Subsidiaries which could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the payment of any Permitted Tax Distribution and a detailed calculation thereof from the chief executive officer, chief financial officer or treasurer of the Borrower; (e) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (f) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (g) any material amendment or material modification to any Material Agreement or any of its organizational documents (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in Consolidated Net Income or Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; (h) the voluntary disclosure by any Loan Party to the Office of the Inspector General of the United States Department of Health and Human Services, any Third Party Payor Program (including to any intermediary, carrier or contractor of such applicationProgram), of an actual or potential overpayment matter involving the submission of claims to a Third Party Payor in an amount greater than $1,000,000; (i) to the extent Borrower has actual knowledge of the following: (i) that any Loan Party, officer, director, partner, managing employee or Person with an “ownership interest” or an “indirect ownership interest” (as those phrases are defined in 42 C.F.R. § 420.201) totaling five (5) percent or more in any Loan Party: (i) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a; (vii) gives notice has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of intent a proceeding seeking to terminate any Plan under Section 4041(cassess such penalty; (iii) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of ERISAany of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a copy of proceeding seeking to assess such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such noticepenalty; or (viiiv) fails has been named in a U.S. Attorney complaint made or any other action taken pursuant to make the False Claims Act under 31 U.S.C. §§3729-3731 or in any payment or contribution qui tam action brought pursuant to 31 U.S.C. §3729 et seq.; (j) any claim to recover any alleged overpayments with respect to any Plan receivables in excess of $1,000,000; (k) any pending or Multiemployer Plan threatened revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit except for any such revocation, suspension, termination, probation, restriction, limitation, denial or non-renewal as would not, in respect the aggregate, have a Material Adverse Effect; (l) without duplication, any failure of any Benefit Arrangement or makes Loan Party to comply with the covenants and conditions of Section 5.15 hereof; (m) any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate Material Adverse Effect; (i) any amendments or modifications that are materially adverse to the Lenders to any sweep agreement entered into in connection with the requirements under Section 5.11(b) (together with a copy thereof), and (ii) the termination or expiration of a Financial Officer of the Borrower setting forth details as to any such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretosweep agreements; and (co) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (or, if applicable, the c) or (d) of such certification. The Borrower or any Subsidiary ceasing will furnish to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee to administer any Planmaterial development in, a copy any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement its Subsidiaries which has resulted or could would reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or any other development by which the posting Borrower or any of a bond its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower or any of its Subsidiaries knows or has reason to know that any ERISA Event that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has occurred, a certificate of a Financial Officer the chief financial officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) to such ERISA Event and a copy of any change in notice filed with the information provided in PBGC or the most recent Beneficial Ownership Certification that would result in a change IRS pertaining to such ERISA Event and any notices received by the list of beneficial owners identified therein Borrower or such Subsidiary (or, if applicable, an ERISA Affiliate) from the PBGC or any other governmental agency with respect thereto and (ii) becoming aware that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status under Title IV of ERISA since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable such that the resulting Unfunded Pension Liabilities, if incurred, or the at risk status, as applicable, would reasonably be expected to have a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower; (e) the receipt by the Borrower or any Subsidiary ceasing of its Subsidiaries of any written notice of an alleged default or event of default, with respect to fall within an express exclusion any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) upon receipt thereof, copies of all final audit reports and all final management letters relating to the definition Borrower or any of “legal entity customer” under its Subsidiaries submitted by the Beneficial Ownership Regulation) and Borrower’s primary accountants or primary auditors in connection with each annual, interim or special audit of the books of the Borrower or any of its Subsidiaries (ii) promptly upon provided, that, in the reasonable request event that the Borrower engages such accountants or auditors to perform a specific review, test, valuation or other analysis of all or any portion of the Borrower’s financial condition or financial performance, the results of such engagement shall not be required to be delivered to the Administrative Agent or the Lenders to the extent that such results are not otherwise required to be delivered pursuant to another provision of this Agreement); (g) written notice of the receipt by the Borrower or any Lenderof its Subsidiaries from any Governmental Authority or other Person of (1) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances in any such event where the failure or the taking of action would reasonably be expected to have a Material Adverse Effect, (2) any information notice of any actual or documentation threatened in writing Limitation with respect to any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation of the Borrower or any of its Subsidiaries, where such action would reasonably be expected to have a Material Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand or other request or investigation by a Governmental Authority with respect to a possible violation of Healthcare Laws by the Borrower or any of its Subsidiaries (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice of suspension or termination of any license, payment, or provider or supplier number or agreement, and (B) Routine Payor Audits); (h) the occurrence of any action, event, investigation, notice or other item that could reasonably be expected to restrain or prevent, or impose any material adverse conditions on, the Existing Senior Notes Redemption; (i) if any Default or Event of Default is in existence, if requested by it for purposes the Administrative Agent, furnish to the Administrative Agent, to the maximum extent permitted by applicable Requirements of complying Law, (i) copies of all Company Regulatory Filings, (ii) copies of all Licenses, Company Accreditations and Company Reimbursement Approvals, as the same may be renewed or amended; (iii) copies of all Health Care Audits and correspondence related thereto and corrective action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks, offsets, vendor holds, denials and appeals of amounts owed pursuant to any Company Reimbursement Approvals, in each case outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks, offsets, denials and vendor holds resulting from, related to or arising out of allegations of fraud or patterns of practices of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to any limitations on disclosure included in any Requirement of Law; (j) any default or material amendment under, or termination of, (i) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the Beneficial Ownership Regulation.Midwest, (iii) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of New York, or (iv) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with UnitedHealthcare of New York, Inc.; and (k) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. The Borrower will furnish to the Administrative Agent (who will furnish to each Lender) the following:

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Agent prompt written notice of the following: (ai) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (bii) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which its Restricted Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (iii) the plan administrator occurrence of any Plan has given event or is any other development by which the Borrower or any of its Restricted Subsidiaries, except as, in each case, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) becomes subject to give notice of any such reportable eventEnvironmental Liability, a copy of the notice of such reportable event given or required to be given to the PBGC; (iiC) receives notice of complete any claim with respect to any Environmental Liability, or partial withdrawal liability under Title IV (D) becomes aware of any basis for any Environmental Liability; (iv) promptly and in any event within 15 days after (A) the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or notice has reason to know that any Multiemployer Plan is in reorganizationERISA Event has occurred, is insolvent or has been terminateda certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such notice; (iii) receives notice ERISA Event and any notices received by the Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate, a copy detailed written description thereof from the chief financial officer of such application; the Borrower; (vA) gives to the knowledge of the Borrower or any of its Restricted Subsidiaries, the occurrence of any default or event of default, or (B) the receipt by the Borrower or any of its Restricted Subsidiaries of any written notice of intent an alleged default or event of default, in each case with respect to terminate any Plan under Section 4041(c) Material Indebtedness of ERISA, a copy the Borrower or any of such notice and other information filed with the PBGC; its Restricted Subsidiaries; (vi) gives notice promptly following any request therefore, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of withdrawal from any Plan pursuant to Section 4063 of ERISAcompliance with applicable “know your customer” requirements under the PATRIOT Act, a copy of such noticethe Beneficial Ownership Regulation or other applicable anti-money laundering laws; or and (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results, in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Borrower will furnish to the Administrative Agent the following: (i) promptly and in the imposition of a Lien any event at least ten (10) days prior thereto (or the posting of a bond such shorter or other securityperiod acceptable to the Administrative Agent in its sole discretion), notice of any change (A) in any Loan Party’s legal name, (B) in any Loan Party’s chief executive office, or its principal place of business, (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) in any Loan Party’s jurisdiction of organization; and (ii) promptly upon written request, a certificate copy of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which any environmental report or site assessment obtained by or for or otherwise on file with the Borrower or applicable ERISA Affiliate is required any of its Subsidiaries after the Closing Date on any Real Estate or proposes to takeWater Properties. Each notice or other document delivered under this Section (other than Section 5.2(b)), shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to administer any Plan, a copy of such notice; (iv) applies for a waiver the knowledge of the minimum funding standard under Section 412 of Borrower, affecting the CodeBorrower which, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISAif adversely determined, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or any other development by which the posting of a bond Borrower (i) fails to comply with any Environmental Law with respect to the Railcars or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law with respect to the Railcars, (ii) becomes subject to any Environmental Liability with respect to the Railcars, (iii) receives notice of any claim with respect to any Environmental Liability with respect to the Railcars, or (iv) becomes aware of any basis for any Environmental Liability with respect to the Railcars, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Officer the chief financial officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower or applicable such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any default or event of default, or the receipt by the Borrower of any notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower; (f) if a Railcar suffers a casualty or ceases to be subject to an Approved Lease; or there is required an amendment or proposes termination (in whole or in part) of, or default under, an Approved Lease; and (g) any pending or threatened litigation involving Borrower, where the amount claimed exceeds $5,000,000. The Borrower will furnish to takethe Administrative Agent and each Lender, promptly and in any event at least thirty (30) days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization. The Borrower will furnish to the Administrative Agent notice not less than ninety (90) days prior to the scheduled expiration or anticipated replacement of any Approved Lease and of the steps being undertaken by the Borrower to replace any such expiring Approved Lease. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or by email in accordance with Section 11.1 to the Administrative Agent, which shall then promptly furnish Agent (for prompt delivery to each Lender, prompt ) written notice of the following, promptly after any Responsible Officer of the Borrower has knowledge thereof: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to administer any Plan, a copy of such notice; (iv) applies for a waiver the knowledge of the minimum funding standard under Section 412 of Borrower, affecting the CodeBorrower or any Restricted Subsidiary as to which an adverse determination is reasonably probable and which, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISAif adversely determined, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could would reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or any other development by which the posting of a bond Borrower or any Restricted Subsidiary (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Officer the chief financial officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining to such ERISA Event and any notices received by the Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, or (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by the Borrower or applicable ERISA Affiliate is required any Restricted Subsidiary of any written notice of an alleged default or proposes event of default, with respect to takeany Material Indebtedness (including, without limitation, Indebtedness incurred under the Revolving Credit Agreement) of the Borrower or any Restricted Subsidiary; or (f) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; , and , in the occurrence of an event described in subsection (cd) (i) above, a copy of any change in notice filed with the information provided in PBGC or the most recent Beneficial Ownership Certification that would result in a change Internal Revenue Service pertaining to such ERISA Event and any notices received by the list of beneficial owners identified therein (orBorrower, if applicable, the Borrower any Subsidiary or any Subsidiary ceasing to fall within an express exclusion to ERISA Affiliate from the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent PBGC or any Lender, any information or documentation requested by it for purposes of complying other governmental agency with the Beneficial Ownership Regulationrespect thereto.

Notices of Material Events. The Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: : (a) the occurrence of any Default or Event of which any Responsible Officer Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of the Borrower obtains knowledge; such Default shall not itself result in an Event of Default hereunder); (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAits Affiliates that, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable eventif adversely determined, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) (i) the imposition filing by the Borrower or any of its ERISA Affiliates of a Lien Schedule B (or the posting such other schedule as contains actuarial information) to IRS Form 5500 in respect of a bond Plan with Unfunded Pension Liabilities (and the Borrower shall furnish to the Administrative Agent a copy of such Schedule B), (ii) the occurrence of any ERISA Event that, alone or together with any other securityERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower in an aggregate amount exceeding $5,000,000 (and the Borrower shall furnish to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received from such Borrower or ERISA Affiliate from the PBGC or any other Governmental Authority with respect thereto; and ), (ciii) the existence of material Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) and (iv) (ix) the existence of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list material aggregate potential Withdrawal Liability under Section 4201 of beneficial owners identified therein (orERISA, if applicablethe Borrower and all of its ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans, (y) the adoption of, or commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower or any Subsidiary ceasing of its ERISA Affiliates, or (z) the adoption of any amendment to fall within an express exclusion a Plan subject to Section 412 of the definition Code that results in a material increase in contribution obligations of “legal entity customer” under the Beneficial Ownership Regulation) Borrower or any of its ERISA Affiliates; and (iid) promptly upon the reasonable request of the Administrative Agent any other development that results in, or any Lendercould reasonably be expected to result in, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulationa Material Adverse Effect. 81 ▇▇▇▇▇▇▇▇.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which its Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement; and (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Material Adverse Effect. The Borrower setting forth details as will furnish to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent, which shall then promptly furnish Agent for distribution to each LenderLender as soon as possible but in any event within five (5) Business Days after any officer of a Borrower becomes aware thereof, prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Affiliate Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent and its Subsidiaries in an aggregate amount exceeding $15,000,000; (id) gives the receipt by the Parent or is required to give notice to the PBGC any Subsidiary of any “reportable event” (as defined notice from any Governmental Authority, trustee or actuary in Section 4043 of ERISA) with respect relation to any Plan non-compliance with any laws, regulations and rules applicable to any Foreign Pension Plan, including funding requirements and the respective requirements of the governing documents for such Foreign Pension Plan, which could reasonably be expected to constitute grounds for a termination result in liability of the Parent and its Subsidiaries in an aggregate amount which, either alone or with any other such Plan under Title IV events which have occurred, exceeds $15,000,000; (i) the receipt by any Borrower or any Insurance Subsidiary of ERISAany notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or knows that the plan administrator institution of any Plan has given proceedings to revoke or suspend, any license now or hereafter held by any Insurance Subsidiary which is required to give notice of any conduct insurance business in compliance with all applicable laws and regulations, other than such reportable eventexpiration, revocation or suspension which, individually or in the aggregate, could not reasonably be expected to have a copy of the notice of such reportable event given or required to be given to the PBGC; Material Adverse Effect, (ii) receives notice the receipt of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver Governmental Authority of the minimum funding standard under Section 412 institution of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan disciplinary proceedings against or in respect of any Benefit Arrangement Insurance Subsidiary, or makes the issuance of any amendment order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (iii) any judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted and which could reasonably be expected to have a Material Adverse Effect; (f) any change in the information provided in the Beneficial Ownership Certification delivered to any Plan or Benefit Arrangement which has resulted Lender in connection with this Agreement that would result in a material change to the list of beneficial owners identified in such certification; and (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of either the Parent or the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will shall furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, prompt Lender written notice of the following: (a) as soon as possible and in any event within three days after the Borrower or any other Loan Party obtains knowledge thereof, the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if as soon as possible and when in any ERISA Affiliate (i) gives event within three days after the Borrower or is required to give notice to any other Loan Party obtains knowledge thereof, the PBGC filing or commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISAMaterial Adverse Effect; (c) promptly upon the Borrower or any other Loan Party obtaining knowledge thereof, or knows that the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required together with any other ERISA Events that have occurred, could reasonably be expected to give notice result in liability of the Borrower, its Subsidiaries or its ERISA Affiliates in an aggregate amount exceeding $50,000,000; (d) promptly after the furnishing thereof, copies of any such reportable eventstatement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, a copy of the notice of such reportable event given loan or credit or similar agreement and not otherwise required to be given furnished to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan Lenders pursuant to Section 4063 5.1 or any other clause of ERISAthis Section 5.2; (e) promptly, a copy and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such notice; agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (viif) fails to make promptly, all title or other information received after the Effective Date by any payment or contribution Loan Party which discloses any material defect in the title to any Plan material asset included in the Borrowing Base; (g) promptly upon the Borrower or Multiemployer Plan or in respect of any Benefit Arrangement or makes other Loan Party obtaining knowledge thereof, any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (h) any change in the imposition information provided in the Beneficial Ownership Certification that would result in a change to the list of a Lien beneficial owners identified in parts (c) or the posting (d) of a bond or other security, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takecertification. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.respect

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender, ) prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate material development in, any action, suit, proceeding, audit, claim, demand, order or dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries that (i) gives seeks injunctive or is required to give notice to the PBGC similar relief, (ii) alleges potential or actual violations of any “reportable event” Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (as defined iii) would, either individually or in Section 4043 the aggregate, reasonably be expected to result in a Material Adverse Effect; US-DOCS\51545218.9 (c) the occurrence of ERISAany event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Plan which Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such Plan under Title IV of ERISAERISA Event and the action, or knows that the plan administrator of any Plan has given or is required if any, proposed to give notice of any be taken with respect to such reportable event, ERISA Event and a copy of any notice filed with the notice of PBGC or the IRS pertaining to such reportable event given ERISA Event and any notices received by the Borrower, such Subsidiary or required to be given to such ERISA Affiliate from the PBGC; PBGC or any other governmental agency with respect thereto, and (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice becoming aware (1) that any Multiemployer Plan is in reorganization, is insolvent or there has been terminateda material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, a copy or from any prior notice, as applicable, (2) of such notice; the existence of any material Withdrawal Liability, (iii3) receives notice from of the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; and (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Material Adverse Effect. The Borrower setting forth details as will furnish to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), together with a certified copy of such amendment; (f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect: (i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability; (ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their Subsidiaries; or (iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their Subsidiaries; and (g) Any substitution for or replacement of the Series 2008 Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2008 Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2008 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Series 2008 Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2008 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or the Series 2008 Initial Letter of Credit with respect to such replacement or substitution. (h) Any substitution for or replacement of the Series 2011 Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2011 Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2011 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Series 2011 Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2011 Lease Agreement, the Series ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or the Series 2011 Initial Letter of Credit with respect to such replacement or substitution. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries that, if adversely determined, could reasonably be expected to result in liability of the Borrower and when its Subsidiaries in an aggregate amount exceeding $50,000,000; (c) the occurrence of any ERISA Affiliate Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (id) gives or is required to give notice to the PBGC assertion of any “reportable event” (as defined in Section 4043 of ERISA) environmental matter by any Person against, or with respect to the activities of, the Borrower or any Plan of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (e) immediately, notice of actual (or threatened action that could reasonably be expected to lead to the) suspension, termination or revocation of any License of any Insurance Company that is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the commencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which could reasonably be expected to constitute grounds for a termination materially adversely affect the authority of such Plan under Title IV Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority); (f) promptly after the Borrower knows or has reason to believe that any insurance, banking or other regulator having jurisdiction over the Borrower or any of ERISAits Material Subsidiaries has commenced any proceeding, issued any order, given notice of a formal hearing, sought relief from any court or taken any similar action with respect to the Borrower or any such Subsidiary that seeks to, or knows would, result in the revocation of any license or authorization of the Borrower or any such Subsidiary or materially restrict the ability of the Borrower or any such Subsidiary to do business in any jurisdiction, a notice describing in reasonable detail such proceeding, order, hearing or similar action; (g) any announcement by S&P or ▇▇▇▇▇’▇ of any change in the Debt Rating established or deemed established by such rating agency; (h) receipt by the Borrower or any of its Material Subsidiaries of written notice from any Applicable Bank Regulatory Authority, any Applicable Insurance Regulatory Authority or any other Governmental Authority requiring that the plan administrator Borrower or any of any Plan has given or is required to give notice of any such reportable event, its Material Subsidiaries make a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or capital contribution to any Plan or Multiemployer Plan or Subsidiary in respect of an aggregate amount exceeding $300,000,000; and (i) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, prompt Lender written notice of each of the following, promptly after it becomes known to a Responsible Officer: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including, without limitation, any action, suit or proceeding instituted by the Florida Department of Insurance or the Insurance Regulatory Authority of any other applicable state) against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if and when adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Affiliate event or any other development by which the Borrower or any of its Subsidiaries (i) gives fails to comply with any Environmental Law or is to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to give any Environmental Liability, (iii) receives notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) claim with respect to any Plan Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; (e) the forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any Governmental Approval held by the Borrower or any Subsidiary or the occurrence of any event or the existence of any circumstances which is likely to lead to the forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any Governmental Approval held by the Borrower or any Subsidiary, the result of which could reasonably be expected to constitute grounds for have a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (f) the plan administrator receipt of any Plan has given notice or is required to give notice other communication from any Governmental Authority of a material violation of any Requirement of Law by the Borrower or any of its Subsidiaries including, without limitation, any such reportable eventnotice from any Insurance Regulatory Authority; and (g) any other development (including, a copy without limitation, any change in any Requirement of the notice of such reportable event given or required to be given Law applicable to the PBGC; (ii) receives notice Borrower or any of complete its Subsidiaries such as, by way of illustration and not limitation, any actual changes in any insurance statute, rule or partial withdrawal liability under Title IV of ERISA regulation governing the investment or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect dividend practices of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted Insurance Subsidiary) that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower Company will furnish to the Administrative Agent, which upon receipt shall then promptly furnish provide to each Lender, prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and when its Subsidiaries in an aggregate amount exceeding $3,000,000; (d) of the occurrence of any of the following events affecting the Company or any ERISA Affiliate (i) gives or is required to give notice and the Company will deliver to the PBGC Administrative Agent and each Lender a copy of any “reportable event” (as defined in Section 4043 of ERISA) notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event): (i) an ERISA Event that could reasonably be expected to create a material liability of the Company; (ii) a material increase in the Unfunded Pension Liability of any Pension Plan; (iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Company or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability; (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing against the Company or any Subsidiary or any of their respective properties pursuant to any applicable Environmental Laws which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAbe adversely determined and which, or knows that the plan administrator of any Plan has given or is required if so determined, could reasonably be expected to give notice of any such reportable event, rise to a copy potential liability of the notice Company and its Subsidiaries of such reportable event given $3,000,000 in the aggregate in excess of amounts reserved for or required to be given to the PBGC; reasonably available from insurance or third parties, (ii) receives notice all other Environmental Claims which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of complete the Company and its Subsidiaries of $3,000,000 in the aggregate in excess of amounts reserved for or partial withdrawal liability under Title IV of ERISA reasonably available from insurance or notice that any Multiemployer Plan is in reorganizationthird parties, is insolvent or has been terminated, a copy of such notice; and (iii) receives notice from any environmental or similar condition on any real property adjoining or in the PBGC under Title IV vicinity of ERISA the property of an intent the Company or any Subsidiary that could reasonably be anticipated to terminatecause such property or any part thereof to be subject to any material restrictions on the ownership, impose liability (other than for premiums under Section 4007 of ERISA) in respect ofoccupancy, transferability or appoint a trustee to administer any Plan, a copy use of such notice; (iv) applies property under any Environmental Laws, except for a waiver of the minimum funding standard under Section 412 of the Code, a copy any such restrictions which would not affect such Person's ability to continue its previous use of such applicationproperty; and (vf) gives notice of intent to terminate any Plan under Section 4041(c) of ERISAother development that results in, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish Promptly give notice to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, prompt written notice of the followingLender of: (a) as soon as possible after a Responsible Officer of the Borrower knows of the occurrence of any Default or Event of which any Default; (b) as soon as possible after a Responsible Officer of the Borrower obtains knowledge; (b) if knows, any litigation, investigation or proceeding which exists at any time between the Borrower or any of its Subsidiaries and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan Governmental Authority which could reasonably be expected to constitute grounds for have a termination Material Adverse Effect; (c) as soon as possible after a Responsible Officer of such Plan under Title IV of ERISA, or the Borrower knows that the plan administrator of any Plan has given litigation or proceeding affecting the Borrower or any of its Subsidiaries or in which injunctive or similar relief is required sought, in each case, that could reasonably be expected to give notice have a Material Adverse Effect; (d) as soon as possible and in any event within 10 days after a Responsible Officer of the Borrower or any of its Subsidiaries knows, the occurrence of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; action (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that including any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent steps to terminate any Plan under Section 4041(cCompensation Plan) of ERISA, a copy of such notice and other information filed with the PBGC; or any omission (vi) gives notice of withdrawal from including any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails failure to make any payment or required contribution to any Plan or Multiemployer Plan or in Compensation Plan) with respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement Compensation Plan, in either case the result of which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of Material Adverse Effect; (e) as soon as possible after a bond or other security, a certificate of a Financial Responsible Officer of the Borrower setting forth details knows of any Material Adverse Effect; (f) as soon as possible after a Responsible Officer of the Borrower knows (i) any release or discharge by the Borrower or any of its Subsidiaries of any Materials of Environmental Concern required to such occurrence and action, if anybe reported under applicable Environmental Laws to any Governmental Authority, which the Borrower reasonably determines would reasonably be expected to exceed US$15,000,000 or to have a Material Adverse Effect, and (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Administrative Agent that could result in liability under applicable ERISA Affiliate is required Environmental Laws, which the Borrower reasonably determines would reasonably be expected to exceed US$15,000,000 or proposes to takehave a Material Adverse Effect; and (g) at the request of any Lender, within 10 days after such request, an updated organization chart of Borrower and its Subsidiaries stating whether any new Subsidiary has been formed or incorporated since the previous year. Each notice delivered under pursuant to this Section subsection shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice occurrence referred to therein and any stating what action taken or proposed the Borrower proposes to be taken take with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (ai) the occurrence known to the Borrower of any Default or Event of Default which has occurred and is continuing (subject to any cure or notice periods set forth in Section 8.1 for any Event of Default); (ii) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting a Loan Party or any of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any Default event or any other development by which a Loan Party or any of which any Responsible Officer of the Borrower obtains knowledge; (b) if and when any ERISA Affiliate its Subsidiaries (i) gives receives notice or becomes aware that it fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) receives notice or becomes aware that it is required subject to give any Environmental Liability, (iii) receives notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) claim with respect to any Plan which Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (iv) promptly and in any event within 15 days after (i) the a Loan Party, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such Plan under Title IV of ERISAERISA Event and the action, or knows that the plan administrator of any Plan has given or is required if any, proposed to give notice of any be taken with respect to such reportable event, ERISA Event and a copy of any notice filed with the notice of PBGC or the IRS pertaining to such reportable event given ERISA Event and any notices received by the Borrower, such Subsidiary or required to be given to such ERISA Affiliate from the PBGC; PBGC or any other governmental agency with respect thereto, and (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice becoming aware (1) that any Multiemployer Plan is in reorganization, is insolvent or there has been terminatedan increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, a copy or from any prior notice, as applicable, (2) of such notice; the existence of any Withdrawal Liability, (iii3) receives notice from of the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of a Loan Party, any of its Subsidiaries or any ERISA Affiliate, a copy detailed written description thereof from the chief financial officer of the Borrower or such application; Loan Party; (v) gives the occurrence of any default or event of default known to the Borrower, or the receipt by a Loan Party or any of its Subsidiaries of any written notice of intent an alleged default or event of default, which has occurred and is continuing, with respect to terminate any Plan under Section 4041(c) Material Indebtedness of ERISA, a copy Loan Party or any of such notice and other information filed with the PBGC; its Subsidiaries; (vi) gives any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of withdrawal from any Plan pursuant to Section 4063 termination, expiration or loss of ERISA, a copy of such notice; or any Material Agreement; (vii) fails to make notice of any payment change (A) in any Loan Party’s legal name, (B) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or contribution records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility); provided that the foregoing notice obligation shall not apply to any Plan change in the location of books or Multiemployer Plan records resulting from Parent’s agreement with M▇▇▇▇▇▇ Corporate Pty Ltd for the provision of company secretarial, registered office and accounting services, (C) in any Loan Party’s identity or legal structure, (D) in respect any Loan Party’s federal taxpayer identification number or organizational number or (E) in any Loan Party’s jurisdiction of organization; and (viii) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Borrower will furnish to the Administrative Agent and each Lender as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for a Loan Party or any of its Subsidiaries after the imposition of Closing Date on any Oil and Gas Property, which would reasonably be expected to result in a Lien or the posting of a bond Material Adverse Effect. (c) Each notice or other security, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice document delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect Proceeding by or before any arbitrator or Governmental Authority against or affecting Parent, the Borrower or any Affiliate thereof, including pursuant to any Plan which applicable Environmental Laws, that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required together with any other ERISA Events that have occurred, could reasonably be expected to give result in liability of the Borrower and its Restricted Subsidiaries in an aggregate amount exceeding $35,000,000; (d) notice of any such reportable event, a copy of the notice of such reportable event given action arising under any Environmental Law or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement noncompliance by the Borrower or makes any amendment Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (e) any Plan material change in accounting or Benefit Arrangement which has resulted financial reporting practices by Parent, the Borrower or any Subsidiary; (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (g) any change in the imposition information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; and (h) promptly, and in any event within ten (10) Business Days, after a Lien or the posting of a bond or other security, a certificate of a Financial Responsible Officer of the Borrower setting forth details as has knowledge thereof, give notice to such occurrence and actionthe Administrative Agent of (who will in turn provide notice to the Lenders of): (i) any Event of Loss, if any, which (ii) the filing of a libel or complaint against a Vessel owned by the Borrower or applicable ERISA Affiliate its Restricted Subsidiaries, or an attachment or levy which remains in effect more than thirty (30) days, or the taking into custody by virtue of any legal proceeding in any court of competent jurisdiction of a Vessel owned by the Borrower or its Restricted Subsidiaries and (iii) any failure by a Vessel owner to maintain the flag and vessel or ship registry in an Acceptable Flag Jurisdiction in respect of any Vessel that is required or proposes to takeCollateral. Each notice delivered under this Section 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Excelerate Credit Agreement dated [•], 2022” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, Agent (which shall then promptly furnish make such information available to each Lender, the Lenders in accordance with its customary practices) prompt written notice of the following:following (and in any event no later than five (5) Business Days after any Responsible Officer’s knowledge of the occurrence thereof): (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 litigation, investigation, action, suit or proceeding by or before any arbitrator or Governmental Authority against or involving the Borrower, any of ERISA) with respect to its Subsidiaries or any Plan which could reasonably be expected to constitute grounds for a termination Affiliate thereof or any of such Plan under Title IV of ERISAtheir respective properties, assets or knows business that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any ERISA Event that, alone or the posting of a bond or together with any other securityERISA Events that have occurred, a certificate of a Financial Officer could reasonably be expected to result in liability of the Borrower setting forth details and its Subsidiaries in an aggregate amount exceeding $5.0 million; (d) the occurrence and nature of any Prohibited Transaction or any funding deficiency with respect to any Plan, or a transaction that Borrower reasonably knows the IRS or Department of Labor or any other Governmental Authority is reviewing to determine whether a Prohibited Transaction might have occurred, in each case, that could reasonably be expected to result in a Material Adverse Effect; (e) any Loan Party’s intention to terminate or withdraw from any Plan; (f) the aggregate present value of accrued benefit liabilities (whether or not vested) under all Foreign Pension Plans, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current aggregate value of the assets of such Foreign Pension Plans allocable to such occurrence and actionbenefit liabilities by more than $5,000,000; (g) any notice of any violation received by any Loan Party or any Subsidiary thereof from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (h) any labor controversy that has resulted in, if anyor threatens to result in, which a strike or other work action against any Loan Party or any Subsidiary thereof in each case that could reasonably be expected to result in a Material Adverse Effect; (i) any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the Borrower extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or applicable ERISA Affiliate is required amendment; (j) any material notice provided to the holders of any Material Indebtedness along with a copy of such notice; and (k) any other development that results in, or proposes would reasonably be expected to takeresult in, a Material Adverse Effect. Each notice delivered under this Section 5.02 (other than clause (h) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lenderafter any Responsible Officer of any Loan Party obtains knowledge thereof, prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice to proceeding by or before any arbitrator or Governmental Authority against the PBGC MLP or any of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan its Restricted Subsidiaries which could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the MLP or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete any claim with respect to any Environmental Liability, or partial withdrawal liability under Title IV (iii) becomes aware of any basis for any Environmental Liability, which, either individually or in the aggregate in the case of clauses (i), (ii) and (iii) above, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 45 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or notice has reason to know that any Multiemployer Plan is in reorganizationERISA Event has occurred, is insolvent or has been terminateda certificate of a Responsible Officer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such notice; (iii) receives notice ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany material Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from a Responsible Officer; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of any Loan Party or any of its Restricted Subsidiaries; (f) the establishment of any Bank Product with any Bank Product Provider or any Hedging Obligation with any Lender-Related Hedge Provider; and (g) prompt notice of any termination (other than in accordance with its terms) of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue or Pro Forma Adjusted EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; and (h) any other development that is specific to the Loan Parties and their Restricted Subsidiaries (and not a matter of general public knowledge) that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Material Adverse Effect. The Borrower setting forth details as will furnish to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any Affiliate thereof that could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required together with any other ERISA Events that have occurred, could reasonably be expected to give notice result in liability of any such reportable eventHoldings, a copy of the notice of such reportable event given or required to be given to Borrower and the PBGCSubsidiaries in an aggregate amount exceeding $250,000; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in failure with respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan to pay all required contributions and installments on or before the applicable due dates provided under such Plans and under Sections 430 and 431 of the Code; (d) promptly after Freedom Holding, Holdings, the Borrower or any Subsidiary thereof having knowledge thereof, any change or proposed change in any Gaming Law, administrative rule, regulation or advisory issued by a Gaming Authority, any Liquor Law or other applicable law, rule or regulation to which Freedom Holding, Holdings, the Borrower, any equity holder thereof or any Key Employee is subject, any of which may be reasonably expected to have an adverse effect upon the Administrative Agent or the Holders of Obligations, including, without limitation, any adverse effect upon their ability to enforce their rights and remedies under the Loan Documents; (e) receipt of all notices (including copies thereof, if any) from any Gaming Authority whose actions may have an adverse effect upon the Administrative Agent’s or any Lender’s ability to enforce its rights and remedies under the Loan Documents relating to a review, investigation, hearing, meeting or other action relating to the Gaming License(s) or other Collateral in which the Administrative Agent and the Lenders have an interest, or to the licensing status of any of the Key Employees, Financial Officers, or Freedom Holding’s, Holdings’ or the Borrower’s directors which may have an adverse effect upon the Administrative Agent’s or any Lender’s ability to enforce its rights and remedies under the Loan Documents; (f) receipt of all notices (including copies thereof, if any) delivered in respect of the Dade County Debt; (g) receipt of all notices (including copies thereof, if any) delivered in respect of the Contractor Debt; (h) the filing (with a copy thereof) of Holdings’ and the Borrower’s annual report in accordance with the State of Florida’s Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders; (i) the occurrence of the Hialeah Park Slots Event; and (j) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries that, if adversely determined, could reasonably be expected to result in liability of the Borrower and when its Subsidiaries in an aggregate amount exceeding $50,000,000; (c) the occurrence of any ERISA Affiliate Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (id) gives or is required to give notice to the PBGC assertion of any “reportable event” (as defined in Section 4043 of ERISA) environmental matter by any Person against, or with respect to the activities of, the Borrower or any Plan of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (e) immediately, notice of actual (or threatened action that could reasonably be expected to lead to the) suspension, termination or revocation of any License of any Insurance Company that is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the commencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which could reasonably be expected to constitute grounds for a termination materially adversely affect the authority of such Plan under Title IV Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority); (f) promptly after the Borrower knows or has reason to believe that any insurance, banking or other regulator having jurisdiction over the Borrower or any of ERISAits Material Subsidiaries has commenced any proceeding, issued any order, given notice of a formal hearing, sought relief from any court or taken any similar action with respect to the Borrower or any such Subsidiary that seeks to, or knows that would, result in the plan administrator revocation of any Plan has given license or is required authorization of the Borrower or any such Subsidiary or materially restrict the ability of the Borrower or any such Subsidiary to give do business in any jurisdiction, a notice describing in reasonable detail such proceeding, order, hearing or similar action; (g) any announcement by S&P or ▇▇▇▇▇’▇ of any change in the Debt Rating established or deemed established by such reportable event, a copy of rating agency; (h) any event or circumstance that would cause the notice of such reportable event given Additional Negative Covenants to become applicable or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that suspended at any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan time pursuant to Section 4063 6.14; (i) any Reinstatement Event; (j) the formation or acquisition of ERISAany Subsidiary that is a Data Tree/Data Trace Entity or the occurrence of any transaction, event or circumstance that causes any Subsidiary to become a copy Data Tree/Data Trace Entity; (k) receipt by the Borrower or any of such notice; its Material Subsidiaries of written notice from any Applicable Bank Regulatory Authority, any Applicable Insurance Regulatory Authority or (vii) fails to any other Governmental Authority requiring that the Borrower or any of its Material Subsidiaries make any payment or a capital contribution to any Plan or Multiemployer Plan or Subsidiary in respect of an aggregate amount exceeding $300,000,000; and (l) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will shall furnish to the Administrative Agent, which Agent (who shall then promptly furnish to each Lender, prompt the Lenders) written notice promptly of the occurrence of the following, and in any event, within three (3) Business Days of: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the occurrence of any ERISA Affiliate event or series of related events with respect to the property or assets of the Borrower or any of its Subsidiaries resulting in a Loss aggregating $500,000 or more; (i) gives any proposed acquisition of stock, assets or is property by the Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Environmental Liability, and (ii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material by the Borrower or any of its Subsidiaries required to give notice be reported to any Governmental Authority and that would reasonably be expected to result in Material Environmental Liability; (d) the PBGC assertion of any “reportable event” (as defined in Section 4043 of ERISA) Claim under any Environmental Law by any Person against, or with respect to the activities of, the Borrower or any Plan of its Subsidiaries and any alleged liability or non-compliance with any Environmental Laws or any permits, licenses or authorizations issued pursuant to Environmental Laws, in each case, which could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, Material Environmental Liability; (e) the filing or knows that the plan administrator commencement of any Plan has given action, suit or is required proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that would reasonably be expected to give notice result in a Material Adverse Effect; (f) (i) the occurrence of any such reportable eventERISA Event or any Foreign Plan Event that could, in the aggregate, reasonably be expected to result in a copy of the notice of such reportable event given or required to be given to the PBGC; Material Adverse Effect, (ii) receives the intention of any Obligor or ERISA Affiliate to file any notice of complete or partial withdrawal liability under intent to terminate any Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; notice or (iviii) applies the filing by any Obligor or ERISA Affiliate of a request for a waiver of the minimum funding standard waiver under Section 412 of the CodeCode with respect to any Title IV Plan or Multiemployer Plan, in each case in writing and in reasonable detail (including a description of any action that any Obligor or ERISA Affiliate proposes to take with respect thereto, together with a copy of such application; (v) gives any notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; PBGC or the IRS pertaining thereto); (vig) gives to the extent it would reasonably be expected to have a Material Adverse Effect, (i) the termination of any Material Agreement other than in accordance with its terms as in effect on the date that such Material Agreement or any amendment or modification thereof was provided to the Administrative Agent and not as a result of a breach or default, (ii) the receipt by the Borrower or any of its Subsidiaries of any notice of withdrawal from a material breach or default under any Plan Material Agreement (and a copy thereof) asserting a default by such Obligor or any of its Subsidiaries where such alleged default would permit such counterparty to terminate such Material Agreement, or (iii) any material amendment to a Material Agreement; provided, that the Borrower shall not be required to provide such notice if such documents become publicly available on “▇▇▇▇▇” or the Borrower’s website within the time period notice would otherwise be required pursuant to this Section 4063 8.02; (h) any material change in accounting policies or financial reporting practices by the Borrower or any of ERISAits Subsidiaries (other than as required under GAAP); (i) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor that could reasonably be expected to result in a Material Adverse Effect; (j) written Claim received by the Borrower or any of its Subsidiaries of actual or alleged infringement, misappropriation or other violation of any Intellectual Property by or against the Borrower or any of its Subsidiaries that would, if proven true, reasonably be expected to result in a Material Adverse Effect; (k) any Contract entered into by the Borrower or any of its Subsidiaries in connection with any material Claim of actual or alleged infringement, misappropriation or other violation of any Intellectual Property by or against the Borrower or any of its Subsidiaries; (l) [reserved]; (m) any change to any Obligor’s or any of its Subsidiaries’ ownership of any Controlled Account, by delivering the Administrative Agent a notice setting forth a complete and correct list of all such accounts as of the date of such change; (n) any event or occurrence causing any supply chain disruption or shortage in raw materials of any kind that results in, or would reasonably be expected to result in, a copy of such noticeMaterial Adverse Effect; or and (viio) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of . Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any change in the information provided in the most recent Beneficial Ownership Certification action or omission that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower is otherwise prohibited by this Agreement or any Subsidiary ceasing other Loan Document; provided that any documents or notices required to fall within an express exclusion be furnished pursuant to this Section 8.02 shall be deemed furnished on the definition of date that such documents are publicly available on “legal entity customer▇▇▇▇▇” under or the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership RegulationBorrower’s website.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which its Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement; (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoMaterial Adverse Effect; and (ch) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (or, if applicable, the c) or (d) of such certification. The Borrower or any Subsidiary ceasing will furnish to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender, ) prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledge;Default; US-DOCS\107476819.12 (b) if and when the filing or commencement of, or any ERISA Affiliate material development in, any action, suit, proceeding, audit, claim, demand, order or dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Subsidiaries that (i) gives seeks injunctive or is required to give notice to the PBGC similar relief, (ii) alleges potential or actual violations of any “reportable event” Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (as defined iii) would, either individually or in Section 4043 the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of ERISAany event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Plan which Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such Plan under Title IV of ERISAERISA Event and the action, or knows that the plan administrator of any Plan has given or is required if any, proposed to give notice of any be taken with respect to such reportable event, ERISA Event and a copy of any notice filed with the notice of PBGC or the IRS pertaining to such reportable event given ERISA Event and any notices received by the Borrower, such Subsidiary or required to be given to such ERISA Affiliate from the PBGC; PBGC or any other governmental agency with respect thereto, and (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice becoming aware (1) that any Multiemployer Plan is in reorganization, is insolvent or there has been terminateda material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, a copy or from any prior notice, as applicable, (2) of such notice; the existence of any material Withdrawal Liability, (iii3) receives notice from of the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; and (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Material Adverse Effect. The Borrower setting forth details as will furnish to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, prompt Lender written notice within five (5) Business Days of its knowledge of the occurrence of any of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of any ERISA Affiliate (i) gives action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Borrower or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which Subsidiary which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (c) the occurrence of such Plan under Title IV of ERISAany ERISA Event that alone, or knows together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the plan administrator Borrower or its Subsidiaries in an aggregate amount exceeding $500,000; (d) any investigation of the Borrower or any Plan has given Subsidiary by any Governmental Authority having regulatory authority over the Borrower or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability Subsidiary (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver routine examinations of the minimum funding standard under Section 412 of Borrower and/or any such Subsidiary) to the Code, a copy of extent that such application; (v) gives notice of intent Governmental Authority has consented to terminate any Plan under Section 4041(c) of ERISA, a copy the giving of such notice (if the consent of such Governmental Authority is required for the Borrower to give such notice) which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (e) the issuance of any cease and desist order (whether written or oral), written agreement, cancellation of insurance or other information filed with public or enforcement action by the PBGC; FDIC or other Governmental Authority having regulatory authority over the Borrower or any Subsidiary; (vif) gives notice the issuance of withdrawal any informal enforcement action, including, without limitation, a memorandum of understanding or proposed disciplinary action by or from any Plan pursuant Governmental Authority having regulatory authority over the Borrower or any Subsidiary, to Section 4063 of ERISAthe extent that the Borrower or any such Subsidiary is permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents), a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or which results in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien Material Adverse Effect; (g) any other development that results in, or the posting of a bond or other securitycould reasonably be expected to result in, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretothereto (to the extent permitted by applicable law, rules and regulations); and (ch) (i) any change of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list member of beneficial owners identified therein (or, if applicable, Senior Management by the Borrower or any Subsidiary ceasing to fall within an express exclusion the Bank, other than changes in connection with the CBI Merger pursuant to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership RegulationMerger Agreement.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: : (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledge; Default; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to administer any Plan, a copy of such notice; (iv) applies for a waiver the knowledge of the minimum funding standard under Section 412 Borrower, affecting Holdings, the Borrower or any of the Codeits Restricted Subsidiaries, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISAin each case, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISAwhich, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or any other development by which Holdings, the posting Borrower or any of a bond its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) Holdings, the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred that could reasonably be expected to result in a Material Adverse Effect, a certificate of a Financial Responsible Officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) to such ERISA Event and a copy of any change in notice filed with the information provided in PBGC or the most recent Beneficial Ownership Certification that would result in a change IRS pertaining to such ERISA Event and any notices received by the list of beneficial owners identified therein (orBorrower, if applicable, such Subsidiary or such ERISA Affiliate from the Borrower PBGC or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) other governmental agency with respect thereto and (ii) promptly upon becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the reasonable request date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the Administrative Agent incurrence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Title IV of ERISA by the Borrower, any of its Subsidiaries or any LenderERISA Affiliate, or (4) of the adoption of any information or documentation requested by it for purposes amendment to a Plan subject to Title IV of complying with ERISA which, in each case, could reasonably be expected to result in a Material Adverse Effect, a detailed written description thereof from a Responsible Officer of the Beneficial Ownership Regulation.Borrower;

Notices of Material Events. The Lead Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Agent prompt written notice of the followingoccurrence of any of the following after any Responsible Officer of the Lead Borrower obtains knowledge thereof: (a) A Default or Event of Default, specifying the occurrence of any Default of nature and extent thereof and the action (if any) which any Responsible Officer of the Borrower obtains knowledgeis proposed to be taken with respect thereto; (b) if and when any ERISA Affiliate (i) gives The filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, arbitrator or knows that the plan administrator of Governmental Authority against or affecting any Plan has given Loan Party or is required to give notice of any such reportable event, a copy Subsidiary of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganizationLead Borrower that, is insolvent or has been terminatedif adversely determined, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could would reasonably be expected to result in a Material Adverse Effect; (c) The occurrence of an ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a liability to the imposition Parent, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $25,000,000 or would reasonably be expected to result in a Material Adverse Effect; (d) Any development that results in a Material Adverse Effect; (e) Any change in any Loan Party’s chief executive officer or chief financial officer; (f) Any material change in any Loan Party’s financial reporting practices; (g) Any strikes, lockouts or slowdowns against any Loan Party which would reasonably be expected to result in a Material Adverse Effect; (h) The filing of any Lien for unpaid Taxes against any Loan Party in excess of $5,000,000; (i) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and (j) Any casualty or other insured damage to any portion of the Collateral included in the Tranche A Borrowing Base or the posting Tranche A-1 Borrowing Base in excess of $5,000,000, or the commencement of any action or proceeding for the taking of any interest in a bond or other security, a certificate of a Financial Officer portion of the Borrower setting forth details as to such occurrence and action, if any, which Collateral included in the Borrower Tranche A Borrowing Base or applicable ERISA Affiliate is required the Tranche A-1 Borrowing Base in excess of $5,000,000 or proposes to takeany part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required together with any other ERISA Events that have occurred, could reasonably be expected to give notice result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (d) the occurrence of any such reportable eventenvironmental event that, a copy alone or together with any other environmental events that have occurred, could reasonably be expected to result in liability of the notice of such reportable event given or required to be given to the PBGCBorrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; and (iie) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice any other development that any Multiemployer Plan is in reorganizationresults in, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and . Documents required to be delivered pursuant to Section 8.1(a) or (cb) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 12.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change such documents to the list of beneficial owners identified therein (or, Administrative Agent if applicable, the Administrative Agent requests the Borrower or any Subsidiary ceasing to fall within an express exclusion deliver such paper copies until a written request to cease delivering paper copies is given by the definition of “legal entity customer” under the Beneficial Ownership Regulation) Administrative Agent and (ii) promptly upon the reasonable request of Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Section 8.1(c) to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or documentation requested by it its securities for purposes of complying with United States Federal and state securities laws (provided, however, that to the Beneficial Ownership Regulationextent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.10); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), together with a certified copy of such amendment; (f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect: (i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability; (ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their Subsidiaries; or (iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their Subsidiaries; and (g) Any substitution for or replacement of the Series 2010A Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2010A Lease Agreement, the Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the Series 2010A Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2010A Lease Agreement, the Series ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or the Series 2010A Initial Letter of Credit with respect to such replacement or substitution. (h) Any substitution for or replacement of the Series 2010B Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2010B Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2010B Lease Agreement, the Series 2010B Indenture and the Series 2010B Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2010B Lease Agreement, the Series 2010B Indenture or the Series 2010B Initial Letter of Credit with respect to such replacement or substitution. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. (1) The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent for delivery to each LenderLender prompt (and, prompt in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof) written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to administer the knowledge of Holdings or the Borrower, affecting Holdings, the Borrower or any Planof their respective Subsidiaries which, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Codeif adversely determined, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or the posting any other development by which Holdings or any of a bond its Subsidiaries (A) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (A) Holdings, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Financial Responsible Officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by Holdings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto; and, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Holdings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Borrower; (ce) the occurrence of any default or event of default, or the receipt by Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of Holdings or any of its Subsidiaries; (if) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; (g) any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulationc) and (iid) promptly upon the reasonable request of such certification; (h) any amendment, waiver, supplement, or other modification of any Subordinated Debt Document or Note Document; and (ix) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (2) The Borrower will furnish to the Administrative Agent and each Lender the following: (a) promptly and in any event at least 30 days prior thereto (or such later date as agreed in writing by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any Lender, any information office or documentation requested facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; (b) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for purposes each Insurance Subsidiary; and (y) each audit of complying an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (iii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for Holdings or any of its Subsidiaries after the Closing Date on any Real Estate. (3) The Borrower shall promptly (and in any event within 7 days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Borrower has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with the Beneficial Ownership Regulationrespect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: : (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting Holdings, the Borrower or any of its Restricted Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which Holdings, the Borrower or any of its Restricted Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in DB1/ 110470318.9 105 each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) Holdings, the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred that could reasonably be expected to result in a Material Adverse Effect, a certificate of a Responsible Officer of the Borrower obtains knowledge; (b) describing such ERISA Event and the action, if and when any ERISA Affiliate (i) gives or is required any, proposed to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan which subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which, in each case, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect, a detailed written description thereof from a Responsible Officer of such Plan under Title IV the Borrower; (e) the occurrence of ERISAany default or event of default, or knows that the plan administrator receipt by the Borrower or any of its Restricted Subsidiaries of any Plan has given or is required to give written notice of an alleged default or event of default, with respect to any such reportable event, a copy Material Indebtedness of the notice Borrower or any of such reportable event given or required to be given to the PBGCits Restricted Subsidiaries; (iif) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganizationother development that, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan either individually or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted the aggregate, results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken Material Adverse Effect (including with respect theretoto Healthcare Permits); and (cg) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulationc) and (iid) promptly upon of such certification; and (h) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for Holdings, the reasonable request Borrower, or any of its Restricted Subsidiaries after the Closing Date on any Real Estate. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the Administrative Agent event or development requiring such notice or other document and any Lender, any information action taken or documentation requested by it for purposes of complying proposed to be taken with the Beneficial Ownership Regulationrespect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender, ) prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if the filing or commencement of, or any material development in, any action, suit, Proceeding, audit, survey, claim, demand, order or dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting Holdings or any of its Subsidiaries that (i) seeks injunctive or similar relief, (ii) seeks to impose civil monetary penalties or immediate jeopardy findings, (iii) alleges potential or actual violations of any Health Care Law by Holdings or any of its Subsidiaries or any of its Licensed Personnel or (iv) places at risk of revocation, limitation, or other negative impact on any Health Care Permits or Third Party Payor Authorizations, in each case, which would, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which Holdings or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and when in any event within 15 days after Holdings, any of its Subsidiaries or any ERISA Affiliate (i) gives knows or is required has reason to give know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice to filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by Holdings, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) knows (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Pension Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any “reportable event” material Withdrawal Liability, (as defined 3) of the adoption of, or the commencement of contributions to, any Pension Plan subject to Section 412 of the Code by Holdings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Pension Plan subject to Section 412 of the Code which results in Section 4043 a material increase in contribution obligations of ERISAHoldings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by Holdings or any of its Subsidiaries of any written notice of an alleged event of default, with respect to any Plan which Material Indebtedness of Holdings or any of its Subsidiaries; (f) any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to constitute grounds for result in a termination reduction in Consolidated EBITDA of such Plan under Title IV of ERISA, 10% or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, more on a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice consolidated basis from the PBGC under Title IV of ERISA of an intent to terminateprior Fiscal Year; (g) any other development that results in, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoMaterial Adverse Effect; and (ch) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the therein. The Borrower or any Subsidiary ceasing will furnish to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with and each Lender the Beneficial Ownership Regulation.following:

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if and when adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Affiliate Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; (i) gives the receipt by the Borrower or any Insurance Subsidiary of any notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any License now or hereafter held by any Insurance Subsidiary which is required to give notice conduct insurance business in compliance with all applicable laws and regulations, other than such expiration, revocation or suspension which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (ii) the PBGC receipt of any “reportable event” notice from any Governmental Authority of the institution of any disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any order, the taking of any action or any request for an extraordinary audit for cause by any Governmental Authority which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or (as defined in Section 4043 iii) any judicial or administrative order limiting or controlling the insurance business of ERISAany Insurance Subsidiary (and not the insurance industry generally) with respect to any Plan which has been issued or adopted and which could reasonably be expected to constitute grounds for have a termination of such Plan under Title IV of ERISAMaterial Adverse Effect; (e) any other development that results in, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence Material Adverse Effect; and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (c) the occurrence of such Plan under Title IV any (i) ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of ERISAthe Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice determination that any Multiemployer Pension Plan of the Borrower or any ERISA Affiliate is considered an at-risk plan or a plan in reorganizationendangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (d) except in connection with any transaction permitted pursuant to Section 6.04 in which the surviving Person’s registration remains effective, any suspension or termination of the registration of the Borrower or any of its Subsidiaries as an investment adviser under the Investment Advisers Act of 1940, as amended, or any cancellation or expiration without renewal of any material investment advisory agreement or similar contract to which the Borrower or any of its Subsidiaries is insolvent a party; (e) of any material change in accounting policies or has been terminated, a copy of such notice; (iii) receives notice from financial reporting practices by the PBGC under Title IV of ERISA of an intent to terminate, impose liability Borrower or any Subsidiary (other than for premiums under Section 4007 of ERISA) changes in respect of, or appoint a trustee to administer any Plan, a copy of such notice; GAAP); (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(cf) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; announcement by M▇▇▇▇’▇ or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect S&P of any Benefit Arrangement or makes change in a Debt Rating; and (g) any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect (excluding changes in generalized market conditions). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change . The Borrower may, by delivering to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent written notice specifically referring to this Section 5.02, notify the Lenders that the Borrower wishes to amend any Schedule to this Agreement to include information about events, occurrences, or transactions arising after the Closing Date that would render untrue any Lenderrepresentation or warranty by the Borrower under or pursuant to this Agreement. Such amendment will be deemed effective as of the date that such notice is delivered to the Administrative Agent upon the Administrative Agent giving notice to the Borrower and the Lenders that the Required Lenders have consented thereto; provided, any information or documentation requested by it for purposes however, that the consent of complying with the Beneficial Ownership RegulationRequired Lenders shall not be required to amend Schedule 3.13 and Schedule 9.01.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly Agent (and the Administrative Agent will furnish to each Lender, ) prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting the Parent or any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan its Subsidiaries which could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which the Parent or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within fifteen (15) days after (i) the Parent, any of its Subsidiaries or an ERISA Affiliate knows that any ERISA Event has occurred that could result in material liability to the Borrower or any of the Loan Parties, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to any ERISA Event and any notices received by the Borrower, such Loan Party or such ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto; and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Borrower, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any Plan of Loan Parties or Benefit Arrangement any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any event of default, or the receipt by the Parent or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Parent or any of its Subsidiaries; (f) promptly, and in any event within ten (10) Business Days (i) after any Material Agreement is terminated or cancelled, expires and is not renewed or is amended in a manner that is materially adverse to Parent or a Subsidiary, as the case may be, or (ii) any new Material Agreement, the termination of which has resulted would reasonably be likely to result in a Material Adverse Effect, is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Agreement; provided, no such prohibition on delivery shall be effective if it were bargained for by Parent or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.2(f)), and an explanation of any actions being taken with respect thereto (g) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect theretoMaterial Adverse Effect; and (ch) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein in parts (or, if applicable, the Borrower c) or any Subsidiary ceasing to fall within an express exclusion to the definition (d) of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulationsuch certification.

Notices of Material Events. The Borrower will shall furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, prompt Bank written notice of the following: (a) as soon as possible and in any event within three (3) Business Days after the Borrower or any other Credit Party obtains knowledge thereof, the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if as soon as possible and when in any ERISA Affiliate event within three (i3) gives Business Days after the Borrower or is required to give notice to any other Credit Party obtains knowledge thereof, the PBGC filing or commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAarbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable eventif adversely determined, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could would reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence Material Adverse Effect; (c) promptly and action, if any, which in any event within five (5) Business Days after the Borrower or any other Credit Party obtaining knowledge thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of the Borrower, its Subsidiaries or its ERISA Affiliates in an aggregate amount exceeding $50,000,000; (d) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Credit Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Banks pursuant to Section 8.01 or any other clause of this Section 8.02; (e) promptly, and in any event within five (5) Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable ERISA Affiliate is required non-U.S. jurisdiction) concerning any investigation or proposes possible investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof; (f) promptly, all title or other information received after the Closing Date by any Credit Party which discloses any material defect in the title to takeany material asset included in the Borrowing Base; (g) promptly upon the Borrower or any other Credit Party obtaining knowledge thereof, any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect; and (h) any change in the information provided in any relevant Beneficial Ownership Certification delivered hereunder that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Lead Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Agents prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required together with any other ERISA Events that have occurred, could reasonably be expected to give notice of result in a Material Adverse Effect; (d) any such reportable eventother development that results in, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in, a Material Adverse Effect; (e) any change in any Loan Party’s chief executive officer, chief financial officer or chairman; (f) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; (g) any failure by any Loan Party to pay rent at any of such Loan Party’s locations, which failure continues for more than ten (10) days following the day on which such rent first came due if the result of such failure would be reasonably likely to result in a Material Adverse Effect; (h) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent; and (i) the filing of any Lien for unpaid Taxes against any Loan Party. (j) the occurrence of any Conversion Failure (as defined in the imposition of a Lien Notes (as defined in the Securities Purchase Agreement)) or any failure to deliver Class A Common Stock upon conversion or exercise, as applicable, within the posting of a bond or other security, a certificate of a Financial Officer time periods provided for in the respective Securities (as defined in the 2005 Securities Purchase Agreement). (k) the filing of the Borrower setting forth details as Registration Statement with the Securities Exchange Commission pursuant to such occurrence Section 2(d) and action, if any, which 2(e) of the Borrower or applicable ERISA Affiliate is required or proposes to take2005 Registration Rights Agreement. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower Agent, on behalf of Borrowers, will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of any “reportable event” (as defined in Section 4043 Loan Party, affecting any Loan Party or any of ERISA) with respect to any Plan which its Subsidiaries which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect upon Parent and its Subsidiaries taken as a whole; (c) the plan administrator occurrence of any Plan has given event or is any other development by which any Loan Party or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect upon Parent and its Subsidiaries as a whole; (d) promptly and in any event within 30 days after (i) any Loan Party knows or has reason to know that any ERISA Event has occurred that could reasonably be expected to result in liability to Parent and its Subsidiaries in an aggregate amount exceeding $5,000,000, a certificate of the chief financial officer of Borrower Agent describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by any Loan Party, any Subsidiary or ERISA Affiliate from the PBGC under Title IV or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, in an aggregate amount exceeding $5,000,000, (2) of ERISA the existence of any Withdrawal Liability in an intent to terminateaggregate amount exceeding $5,000,000, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by any Loan Party, a copy any of such application; its Subsidiaries or any ERISA Affiliate, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of any Plan Loan Party, any of its Subsidiaries or Benefit Arrangement which has resulted any ERISA Affiliate, a detailed written description thereof from the chief financial officer of Borrower Agent; (e) the occurrence of any material default or event of default, or the receipt by any Loan Party of any written notice of an alleged material default or event of default, with respect to any Material Contract of Parent or any of its Subsidiaries; or (f) any other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate Material Adverse Effect upon Parent and its Subsidiaries taken as a whole. Borrower Agent will furnish to Administrative Agent and each Lender promptly and in any event at least 30 days prior thereto, notice of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) change (i) of in any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (orLoan Party's legal name, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request in any Loan Party's chief executive office or its principal place of the Administrative Agent business, (iii) in any Loan Party's identity or legal structure, (iv) in any Lender, Loan Party's federal taxpayer identification number or organizational number or (v) in any information or documentation requested by it for purposes Loan Party's jurisdiction of complying with the Beneficial Ownership Regulation.organization; and

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate (other than Valero Energy) thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any material amendment to any Material Agreement, together with a certified copy of such amendment; and (f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect: (i) the receipt by the Borrower of any notice of any claim with respect to any Environmental Liability; (ii) if the President or a Vice President (or equivalent officer) of the Borrower, or the officer of the Borrower primarily responsible for monitoring compliance by the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the Borrower or any of its subsidiaries; or (iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the Borrower or any of its subsidiaries. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of the Borrower setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative AgentAgent on behalf of each Lender or, which shall then promptly furnish at the request of the Administrative Agent or any Lender in the event electronic posting of documents is unavailable, to each Lender, prompt written notice of the following: (a) promptly after Borrower obtains knowledge thereof, the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives promptly after Borrower obtains knowledge thereof, the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator, the FCC or any other Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (c) promptly after Borrower obtains knowledge thereof, the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; (d) promptly after Borrower obtains knowledge thereof, the occurrence of material changes in the Borrower’s accounting or financial reporting practices from those in effect on the Effective Date (other than such Plan under Title IV changes reported on a Compliance Certificate); (e) the occurrence of ERISAany material Internal Control Event of which the chief executive officer, president, or knows Financial Officer of the Borrower has knowledge; (f) promptly after Borrower obtains knowledge thereof, (i) any material admonition, censure or adverse citation or order by the FCC or any other governmental authority or regulatory agency that could reasonably be expected to result in a Material Adverse Effect; or (ii) any competing application, petition to deny or other opposition to any license renewal application filed by the plan administrator Borrower or any of its Subsidiaries with the FCC that could reasonably be expected to result in a Material Adverse Effect; (g) promptly after any officer of the Borrower becomes aware thereof, and in any event within five Business Days thereafter, information and a copy of any Plan has given notice received by any Loan Party from the FCC or is required other Governmental Authority or any Person that concerns (i) any event or circumstance that could reasonably be expected to give materially adversely affect any material Necessary Authorization and (ii) any notice of abandonment, expiration, revocation, material impairment, nonrenewal or suspension of any material Necessary Authorization, together with a written explanation of any such reportable eventevent or circumstance or the circumstances surrounding such abandonment, a copy expiration, revocation, material impairment, nonrenewal or suspension; and (h) promptly after an officer of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice Borrower obtains knowledge thereof, any other development that any Multiemployer Plan is in reorganizationresults in, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. (a) The Borrower Borrowers will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, prompt Lender written notice of the following, promptly after acquiring Knowledge thereof: (ai) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (bii) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrowers or either of ERISA) with respect to any Plan which them that, if adversely determined, could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISAexpected, or knows that in the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy good faith opinion of the notice of such reportable event given or required Borrowers, to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is result in reorganization, is insolvent or has been terminated, a copy of such notice; Material Adverse Effect; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect occurrence of any Benefit Arrangement ERISA Event that, alone or makes together with any amendment to any Plan or Benefit Arrangement which has resulted or other ERISA Events that have occurred, could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer liability of the Borrower setting forth details as Borrowers in an aggregate amount exceeding $250,000; provided, that liability attributable to such occurrence and action, if any, which an ERISA Event that occurs with respect to the Borrower or applicable Plan of an ERISA Affiliate is required or proposes (other than the Borrowers) shall be considered only if the ERISA Affiliates, in the aggregate but excluding the Borrowers do not, as of the date of such ERISA Event, have sufficient net worth to takesatisfy the liability attributable to the ERISA Event; and (iv) any other development that could reasonably be expected, in the good faith opinion of the Borrowers, to result in a Material Adverse Effect. Each notice delivered under this Section subsection shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Borrowers setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and. (cb) The Borrowers will give written notice to the Lender not later than 30 days prior to the expiration date of any Reserve Letter of Credit, stating whether the Borrowers will, not later than the expiration date of such Reserve Letter of Credit, (i) furnish the Lender with an extension of any change in the information provided in the most recent Beneficial Ownership Certification that would result such Reserve Letter of Credit or a new Reserve Letter of Credit in a change to stated amount specified in such notice in place of the list expiring Reserve Letter of beneficial owners identified therein (orCredit, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon deposit cash in the reasonable request of the Administrative Agent applicable Reserve Account in an amount specified in such notice, or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation(iii) both.

Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Multi-Employer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), together with a certified copy of such amendment; (f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect: (i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability; (ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their Subsidiaries; or (iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their Subsidiaries; and (g) Any substitution for or replacement of the Initial Letter of Credit by a Substitute Credit Facility (as defined in the Series 2010 Indenture) shall be effectuated by the Borrower in accordance with the applicable provisions of the Series 2010 Lease Agreement, the Series 2010 Indenture and the Initial Letter of Credit, and, without limitation to the foregoing, the Borrower shall provide to the Issuing Bank all notices required or contemplated to be given by the Borrower to the Issuing Bank under the terms of the Series 2010 Lease Agreement, the Series 2010 Indenture or the Initial Letter of Credit with respect to such replacement or substitution. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower Issuer will furnish to the Administrative Agent, which shall then promptly furnish to Collateral Agent and each Lender, Purchaser prompt written notice of the following: (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect commencement of, or appoint a trustee to administer any Planmaterial development in, a copy any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Issuer or any of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement its Subsidiaries which has resulted or could would reasonably be expected to result in a Material Adverse Effect; (c) the imposition occurrence of a Lien any event or any other development by which the posting Issuer or any of a bond its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other securityapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the Issuer or any of its Subsidiaries knows or has reason to know that any ERISA Event that (individually or together with all other ERISA Events) would reasonably be expected to have a Material Adverse Effect has occurred, a certificate of a Financial Officer the chief financial officer of the Borrower setting forth details as to Issuer describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) to such ERISA Event and a copy of any change in notice filed with the information provided in PBGC or the most recent Beneficial Ownership Certification that would result in a change IRS pertaining to such ERISA Event and any notices received by the list of beneficial owners identified therein Issuer or such Subsidiary (or, if applicable, an ERISA Affiliate) from the Borrower PBGC or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) other governmental agency with respect thereto and (ii) promptly upon becoming aware that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) or a Plan is, or is expected to be, in at risk status under Title IV of ERISA since the reasonable request date the representations hereunder are given or deemed given, or from any prior notice, as applicable such that the resulting Unfunded Pension Liabilities, if incurred, or the at risk status, as applicable, would reasonably be expected to have a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Administrative Issuer; (e) the receipt by the Issuer or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to the First Lien Note Purchase Agreement or any Material Indebtedness of the Issuer or any of its Subsidiaries; (f) upon receipt thereof, copies of all final audit reports and all final management letters relating to the Issuer or any of its Subsidiaries submitted by the Issuer’s primary accountants or primary auditors in connection with each annual, interim or special audit of the books of the Issuer or any of its Subsidiaries (provided that, in the event that the Issuer engages such accountants or auditors to perform a specific review, test, valuation or other analysis of all or any portion of the Issuer’s financial condition or financial performance, the results of such engagement shall not be required to be delivered to the Collateral Agent or the Purchasers to the extent that such results are not otherwise required to be delivered pursuant to another provision of this Agreement); (g) written notice of the receipt by the Issuer or any Lenderof its Subsidiaries from any Governmental Authority or other Person of (1) any notice asserting any failure by the Issuer or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Issuer or any of its Subsidiaries or sets forth circumstances in any such event where the failure or the taking of action would reasonably be expected to have a Material Adverse Effect, (2) any information notice of any actual or documentation threatened in writing Limitation with respect to any Governmental Payor Arrangement, Third Party Payor Arrangement, License, or Company Accreditation of the Issuer or any of its Subsidiaries, where such action would, either individually or in the aggregate with other similar actions, reasonably be expected to have a Material Adverse Effect, or (3) any subpoena, search warrant, civil investigative demand, criminal action or threat of criminal action, FDA warning letter, FDA 483 letter or other request or investigation by a Governmental Authority with respect to a possible violation of Healthcare Laws by the Issuer or any of its Subsidiaries (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Healthcare Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice of suspension or termination of any License, payment, or provider or supplier number or agreement, and (B) Routine Payor Audits); (h) if any Default or Event of Default is in existence, if requested by it for purposes any Purchaser, furnish to each Purchaser, to the maximum extent permitted by applicable Requirements of complying Law, (i) copies of all Company Regulatory Filings, (ii) copies of all Licenses, Company Accreditations and Company Reimbursement Approvals, as the same may be renewed or amended; (iii) copies of all Health Care Audits and correspondence related thereto and corrective action plans prepared and submitted in response thereto, and (iv) a report of the status of all recoupments, holdbacks, offsets, vendor holds, denials and appeals of amounts owed pursuant to any Company Reimbursement Approvals, in each case outside the ordinary course of business (and ordinary course of business shall be deemed to exclude recoupments, holdbacks, offsets, denials and vendor holds resulting from, related to or arising out of allegations of fraud or patterns of practices of contracting, billing or claims submission inconsistent with Requirements of Law), all subject to any limitations on disclosure included in any Requirement of Law; (i) any default or material amendment under, or termination of, (i) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of its Oxford Health Plans (NJ), (ii) that certain Facility Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of the Beneficial Ownership Regulation.Midwest, (iii) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with United HealthCare Insurance Company, contracting on behalf of itself and UnitedHealthcare of New York, or (iv) that certain Ancillary Provider Participation Agreement effective as of June 1, 2009, with UnitedHealthcare of New York, Inc.; and (j) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. The Issuer will furnish to the Collateral Agent and each Purchaser the following:

Notices of Material Events. The Lead Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Agent prompt written notice of the followingoccurrence of any of the following after any Responsible Officer of the Lead Borrower obtains knowledge thereof: (a) A Default or Event of Default, specifying the occurrence of any Default of nature and extent thereof and the action (if any) which any Responsible Officer of the Borrower obtains knowledgeis proposed to be taken with respect thereto; (b) if and when any ERISA Affiliate (i) gives The filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, arbitrator or knows that the plan administrator of Governmental Authority against or affecting any Plan has given Loan Party or is required to give notice of any such reportable event, a copy Restricted Subsidiary of the notice Lead Borrower that has a reasonable likelihood of adverse determination and such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could adverse determination would reasonably be expected to result in a Material Adverse Effect; (c) The occurrence of an ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (d) Any development that results in, or would reasonably be expected to result in, a Material Adverse Effect; (e) Any material change in any Loan Party’s financial reporting practices which changes in any material respect the imposition calculation of a Lien the Borrowing Base or the posting Consolidated Fixed Charge Coverage Ratio (or, in each case, any of a bond the component definitions thereof); (f) The filing of any Lien for unpaid Taxes against any Loan Party in excess of $15,000,000; (g) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and (h) Any casualty or other security, a certificate of a Financial Officer insured damage to any portion of the Borrower setting forth details as to such occurrence and action, if any, which Collateral included in the Borrower or applicable ERISA Affiliate is required or proposes to takeBorrowing Base in excess of $15,000,000. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any Affiliate thereof that could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given ERISA Event that, alone or is required together with any other ERISA Events that have occurred, could reasonably be expected to give notice result in liability of any such reportable eventHoldings, a copy of the notice of such reportable event given or required to be given to Borrower and the PBGCSubsidiaries in an aggregate amount exceeding $250,000; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in failure with respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan to pay all required contributions and installments on or before the applicable due dates provided under such Plans and under Sections 430 and 431 of the Code; (d) promptly after Freedom Holding, Holdings, the Borrower or any Subsidiary thereof having knowledge thereof, any change or proposed change in any Gaming Law, administrative rule, regulation or advisory issued by a Gaming Authority, any Liquor Law or other applicable law, rule or regulation to which Freedom Holding, Holdings, the Borrower, any equity holder thereof or any Key Employee is subject, any of which may be reasonably expected to have an adverse effect upon the Administrative Agent or the Holders of Obligations, including, without limitation, any adverse effect upon their ability to enforce their rights and remedies under the Loan Documents; (e) receipt of all notices (including copies thereof, if any) from any Gaming Authority whose actions may have an adverse effect upon the Administrative Agent’s or any Lender’s ability to enforce its rights and remedies under the Loan Documents relating to a review, investigation, hearing, meeting or other action relating to the Gaming License(s) or other Collateral in which the Administrative Agent and the Lenders have an interest, or to the licensing status of any of the Key Employees, Financial Officers, or Freedom Holding’s, Holdings’ or the Borrower’s directors which may have an adverse effect upon the Administrative Agent’s or any Lender’s ability to enforce its rights and remedies under the Loan Documents; (f) receipt of all notices (including copies thereof, if any) delivered in respect of the Dade County Debt; (g) receipt of all notices (including copies thereof, if any) delivered in respect of the Contractor Debt; (h) the filing (with a copy thereof) of Holdings’ and the Borrower’s annual report in accordance with the State of Florida’s Uniform Reporting System Prescribed for Pari- Mutuel Permit Holders; (i) the occurrence of the Hialeah Park Slots Event; and (j) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender, prompt Lender through the Administrative Agent) written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of any ERISA Affiliate (i) gives Proceeding by or is required to give notice before any arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the PBGC knowledge of a Financial Officer, a Responsible Officer or another executive officer of Holdings, any “reportable event” (as defined in Section 4043 Intermediate Parent, the Borrower or any Subsidiary, affecting Holdings, any Intermediate Parent, the Borrower or any Subsidiary or the receipt of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable eventan Environmental Liability, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice in each case, that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) the imposition commencement of a Lien any investigation by any Governmental Authority of or the posting of a bond or other securityaffecting Holdings, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable any Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Affiliate is required Event that could reasonably be expected, individually or proposes in the aggregate, to takeresult in a Material Adverse Effect; (e) the appearance of Holdings, the Borrower or any Subsidiary or ▇▇▇▇▇▇▇ ▇▇▇▇▇ on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC and/or the United States Department of Treasury, or identified in any related executive orders issued by the President of the United States; and (f) if the Borrower has previously provided a Beneficial Ownership Certification to any Lender in connection with this Agreement, any change in the information provided in such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer of Holdings or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower and CCPR will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting CCPR or any of ERISA) with respect to any Plan which its Subsidiaries or Affiliates that, if adversely determined, could reasonably be expected to constitute grounds for a termination result in liability of such Plan under Title IV CCPR and its Subsidiaries in an aggregate amount exceeding $1,000,000; (c) the occurrence of ERISAany ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of CCPR and its Subsidiaries in an aggregate amount exceeding $1,000,000; (d) the assertion of any Environmental Claim by any Person against, or knows that with respect to the plan administrator activities of, CCPR or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any Environmental Claim or alleged violation that, if adversely determined, would not (either individually or in the aggregate) result in liability of CCPR and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) any notice received by CCPR or any of its Subsidiaries from any Cellular Authority which could have a material adverse effect on the ownership, control, construction or operation of any Plan Cellular System of CCPR or any of its Subsidiaries or relates to any Loan Document or any other transaction contemplated hereby or thereby, including but not limited to any notice of (i) any proposed or actual lapse, termination, relinquishment, abandonment, revocation or materially adverse modification of any Cellular License, (ii) any dismissal, denial, designation for hearing, or grant with materially adverse condition, of any application for any Cellular License relating to any Cellular System in which CCPR or any of its Subsidiaries has given any direct or is required indirect ownership interest, (iii) any actual or threatened dispute with respect to give notice any such Cellular License, (iv) any actual or threatened failure by any Cellular Authority to grant, renew or extend any such Cellular License for the usual period thereof, (v) any imposition by any Cellular Authority on CCPR or any of its Subsidiaries of any fine or penalty or forfeiture and (vi) any complaint or other matter filed with or communicated to the FCC or any other Cellular Authority of which CCPR or the Borrower has knowledge and which could have a material adverse effect upon the grant, renewal or extension of any such reportable eventCellular License, a copy of the including but not limited to any citation, order to show cause, notice of protest or reconsideration or other legal process or order affecting directly any such reportable event given Cellular License or required directing CCPR or any of its Subsidiaries to be given become a party to or to appear at any proceeding or hearing by or before any Cellular Authority which, if adversely determined, might be, either individually or in the PBGC; (ii) receives aggregate, materially adverse to CCPR or any of its Subsidiaries, and include with such notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; , citation, process, order or protest; (iiif) receives any notice from received or given by CCPR or the PBGC Borrower as to a default under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in or with respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of Subordinated Indebtedness; and (g) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower or CCPR, as the case may be, setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken by the Borrower or CCPR, as the case may be, with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Agent prompt written notice of the following: (a) the occurrence of any Default Default, which notice shall be provided to the Administrative Agent and each Lender no later than 5 Business Days after any officer of which any Responsible Officer such Person becomes aware or should have become aware of the Borrower obtains knowledgesame, specifying the details thereof and any action taken or proposed to be taken with respect thereto; (b) if and when any ERISA Affiliate (i) gives the filing or is required to give notice to the PBGC commencement of any “reportable event” (as defined in Section 4043 of ERISA) with respect to action, suit or proceeding by or before any Plan which arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to constitute grounds for have a termination of such Plan under Title IV of ERISAMaterial Adverse Effect and, promptly upon request (but in any event within five Business Days after the filing or knows that the plan administrator commencement thereof), material documents and information in connection therewith; (c) any one or more judgments, orders or awards (or any settlement of any Plan has given claim that, if breached, could result in a judgment, order or is required to give notice award) having been rendered against the Borrower or any of its Subsidiaries for the payment of money exceeding $50,000,000 individually or in the aggregate; (d) the occurrence of any such reportable event, a copy of the notice of such reportable event given or required to be given ERISA Event with respect to the PBGC; Borrower or any of its Subsidiaries that, alone or together with any other ERISA Events with respect to the Borrower, any of its Subsidiaries or any of their ERISA Affiliates that have occurred, could reasonably be expected to result in a Material Adverse Effect; (iie) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect occurrence of any Benefit Arrangement Environmental Event with respect to the Borrower or makes any amendment of its Subsidiaries that, alone or together with any other Environmental Events with respect to the Borrower or any Plan of its Subsidiaries that have occurred, could reasonably be expected to have a Material Adverse Effect; and (f) any investigation, circumstance, development or Benefit Arrangement which has resulted other matter that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer Material Adverse Effect, which notice shall be provided to the Administrative Agent and each Lender no later than 5 Business Days after any officer of the Borrower setting forth details as to such occurrence and action, if any, which becomes aware or should have become aware of the Borrower or applicable ERISA Affiliate is required or proposes to takesame. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower such Person setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Borrower Company will furnish to the Administrative Agent, which shall then promptly furnish to each Lender, Agent reasonably prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledge;Default: (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and when its Subsidiaries in an aggregate amount exceeding $2,500,000; (d) any of the following (i) the failure of any ERISA Affiliate to make a required contribution to any Plan or to any Multiemployer Plan, (iii) gives or is required to give notice to the PBGC occurrence of any “reportable event” (as defined in Section 4043 of ERISA) event with respect to any Plan or any Multiemployer Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that result in the plan administrator incurrence by any ERISA Affiliate of any Plan has given material liability, fine or is required to give notice of penalty (including any such reportable event, a copy of the notice of such reportable event given claim or required to be given to the PBGC; (ii) receives notice of complete demand for withdrawal liability or partial withdrawal from any Multiemployer Plan), (iii) any material increase in the contingent liability under Title IV of the Company with respect to any post-retirement welfare benefit plan, any Plan or other material employee benefit plan of the Company or any ERISA Affiliate, with increases for this purpose to be determined annually based on the liabilities and, if any, the assets of each such plan as of the last day of the plan year of the plan, or (iv) any notice that increased contributions to any Multiemployer Plan may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such Multiemployer Plan is in reorganization, is insolvent or has been terminated, funded at a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other rate less than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard that required under Section 412 of the Code; (e) Concurrently with the sending or execution thereof, as the case may be, (i) a copy of such application; any compliance certificate or similar certificate indicating covenant compliance in connection with any Senior Note Purchase Documents, (ii) a copy of any financial information and other reporting items delivered under any Senior Note Purchase Documents, (iii) a copy of any default notice received pursuant to any Senior Note Purchase Documents, (iv) notification of any waiver, amendment, or modification to any Senior Note Purchase Document or the entering into of any agreement in substitution or replacement thereof, together with a copy of the documentation relating thereto, and (v) gives notice copies of intent to terminate any Plan under Section 4041(c) of ERISAall other notices, a copy of such notice and reports, financial statements or other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution communications given to any Plan or Multiemployer Plan or in respect of the holders of the Senior Note Debt; and (f) any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted other development that results in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent, which shall then promptly furnish Agent (for distribution to each Lender, prompt Lender through the Administrative Agent) written notice of the following: : (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledge; Default; (b) if and when the filing or commencement of any ERISA Affiliate (i) gives Proceeding by or is required to give notice before any arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the PBGC knowledge of a Financial Officer, a Responsible Officer or another executive officer of Holdings, any “reportable event” (as defined in Section 4043 Intermediate Parent, the Borrower or any Subsidiary, affecting Holdings, any Intermediate Parent, the Borrower or any Subsidiary or the receipt of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable eventan Environmental Liability, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice in each case, that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in a Material Adverse Effect; (c) the imposition commencement of a Lien any investigation by any Governmental Authority of or the posting of a bond or other securityaffecting Holdings, a certificate of a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable any Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Affiliate is required Event that could reasonably be expected, individually or proposes in the aggregate, to take. Each notice delivered under this Section shall be accompanied by result in a statement Material Adverse Effect; (e) the appearance of a Financial Officer Holdings, the Borrower or any Subsidiary or ▇▇▇▇▇▇▇ ▇▇▇▇▇ on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC and/or the United States Department of Treasury, or identified in any related executive officer orders issued by the President of the United States; and (f) if the Borrower setting forth the details of the event or development requiring such notice and has previously provided a Beneficial Ownership Certification to any action taken or proposed to be taken Lender in connection with respect thereto; and (c) (i) of this Agreement, any change in the information provided in the most recent such Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, in such certification. Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer of Holdings or the Borrower or any Subsidiary ceasing to fall within an express exclusion to setting forth the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request details of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.event 146

Notices of Material Events. The Borrower Loan Parties will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following:following (and in any case within five (5) Business Days after any Responsible Officer of any Loan Party becomes aware thereof (except as otherwise set forth in the following clauses with respect thereto)): (a) the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) if and when the filing or commencement of, or any ERISA Affiliate (i) gives material development in, any action, suit or is required to give notice proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Loan Parties, affecting any “reportable event” (as defined in Section 4043 of ERISA) with respect to Loan Party or any Plan which Subsidiary or Affiliate thereof which, if adversely determined, could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, or knows that Material Adverse Effect; (c) the plan administrator occurrence of any Plan has given event or is any other development by which any Loan Party or any Loan Party’s Affiliate or Subsidiary (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, in each case which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within fifteen (15) days after (i) any Loan Party or Affiliate, Subsidiary or ERISA Affiliate of a Loan Party knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer or other Responsible Officer of such Loan Party describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by such Loan Party or such Affiliate, Subsidiary or ERISA Affiliate of a Loan Party from the PBGC under Title IV or any other Governmental Authority with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of ERISA the existence of an intent to terminateany Withdrawal Liability, impose liability (other than for premiums under Section 4007 3) of ERISA) in respect the adoption of, or appoint a trustee the commencement of contributions to, any Plan subject to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the CodeCode by the Loan Parties or the Affiliates, a copy Subsidiaries or ERISA Affiliates of such application; the Loan Parties, or (v) gives notice of intent to terminate any Plan under Section 4041(c4) of ERISA, a copy the adoption of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Loan Parties or the Affiliates, Subsidiaries or ERISA Affiliates of the Loan Parties, a detailed written description thereof from the chief financial officer or other Responsible Officer of such Loan Party; (e) the occurrence of any Plan event of default, or Benefit Arrangement which has resulted the receipt by any Loan Party or any of its Affiliates or Subsidiaries of any written notice of an alleged event of default, with respect to any Indebtedness of any Loan Party or any of its Affiliates or Subsidiaries having a principal amount in excess of the Threshold Amount; (f) any material amendment or modification to any Franchise Agreement (together with a copy thereof), and any termination, expiration or loss of any Franchise Agreement; (g) any other development that results in, or could reasonably be expected to result in in, a Material Adverse Effect; (h) promptly after any request by the imposition Administrative Agent or any Lender, copies of a Lien any detailed audit reports, management letters or recommendations submitted to the board of directors (or the posting audit committee of a bond the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them; (i) [intentionally omitted]; (j) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other securitycorrespondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; (k) promptly and in any event no later than thirty (30) days (or such longer period as is consented to by the Administrative Agent in its sole discretion in each instance) thereafter, notice of any change (i) in any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility) or (ii) in any Loan Party’s federal taxpayer identification number or organizational number; and (l) upon the request of the Administrative Agent, a certificate copy of a Financial Officer any environmental report or site assessment obtained by or for any Loan Party or any of its Subsidiaries after the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeClosing Date on any Real Estate. Each notice or other document delivered under this Section 7.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The MLP and the Borrower will furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: (a) the occurrence of any Default of which any Responsible Officer of the Borrower obtains knowledgeDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the MLP, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security, a certificate of a Financial Officer of each of the Borrower and the MLP setting forth details as to such occurrence and action, if any, which the Borrower Borrower, the MLP or applicable ERISA Affiliate is required or proposes to take, but only to the extent that any occurrence described in the preceding clauses (i) through (vii) could reasonably be expected to result in a Material Adverse Effect; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any material amendment to the Partnership Agreement (MLP) or the Partnership Agreement (Borrower), together with a certified copy of such amendment; and (f) any of the following events, in each case if the occurrence of such event could reasonably be expected to have a Material Adverse Effect: (i) the receipt by the MLP (or its general partner(s)), the Borrower or the General Partner of any notice of any claim with respect to any Environmental Liability; (ii) if the President or a Vice President (or equivalent officer) of the MLP or the Borrower, or the officer of the MLP or the Borrower primarily responsible for monitoring compliance by the MLP or the Borrower and its subsidiaries with Environmental Laws, shall obtain actual knowledge that there exists any Environmental Liability pending or threatened against the MLP, the Borrower or any of their Subsidiaries; or (iii) any release, emission, discharge or disposal of any Hazardous Materials that could reasonably be expected to form the basis of any Environmental Liability with respect to the MLP, the Borrower or any of their Subsidiaries. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer President or any Vice President (or equivalent officer) of each of the Borrower and the MLP setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

Notices of Material Events. The Parent and the Borrower will shall furnish to the Administrative Agent, which shall then promptly furnish to each Lender, prompt Agent written notice of each of the following:following within the time period specified therein (or, if no such time period is specified, on or within ten (10) days (or such longer or shorter period as may be expressly set forth below) after any Responsible Officer of Parent or the Borrower first learns of or acquires knowledge with respect to any of the below events or circumstances): (a) the The occurrence of any Default Event of which any Responsible Officer of the Borrower obtains knowledge;Default. (b) if and when any ERISA Affiliate (i) gives or is required to give notice to the PBGC The occurrence of any “reportable event” (as defined in Section 4043 of ERISA) event with respect to any Plan property or assets of Parent or any of its Subsidiaries resulting in a Loss, which notice shall include whether such loss is covered by insurance or if the insurance carrier has disclaimed coverage of such Loss, aggregating $1,000,000 (or the Equivalent Amount in other currencies) or more. (c) Any Claim, action, suit, notice of violation, hearing, investigation or other proceedings pending, or to Parent knowledge, threatened (in writing) against or affecting Parent or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, whether made by a Governmental Authority or other Person that, if adversely determined could reasonably be expected to constitute grounds for result in a termination of such Plan under Title IV of ERISA, Material Adverse Effect. (i) On or knows that prior to the plan administrator date of any Plan has given or is required to give notice filing by any ERISA Affiliate of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISATitle IV Plan, a copy of such notice and other information (ii) promptly, and in any event within ten (10) days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know (A) that an ERISA Event has occurred or is reasonably expected to occur or (B) that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect to either of the foregoing, together with a copy of any notice filed with the PBGCPBGC or the IRS pertaining thereto. (i) The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or default; (viii) gives notice the receipt by Parent or any of withdrawal from its Subsidiaries of any Plan material notices of default under any Material Agreement that could give rise to an early termination thereof (and a copy thereof); (iii) the entering into of any new Material Agreement by Parent or any of its Subsidiaries (and a copy thereof); or (iv) any material amendment to a Material Agreement (and a copy thereof). (f) As, when and to the extent required therein, the reports and notices as required by the Security Documents. (g) Within thirty (30) days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 4063 8.01, notice of ERISAany material change in accounting policies or financial reporting practices by the Obligors; provided that disclosure in the notes to such financial statements, if any, shall be deemed to satisfy the requirements of this Section 8.02(g). (h) Notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving Parent or any of its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect. (i) Any licensing agreement or similar arrangement entered into by Parent or any of its Subsidiaries in connection with any infringement or alleged infringement of any Material Intellectual Property of another Person. (j) Concurrently with the delivery of a Compliance Certificate pursuant to Section 8.01(d), notice of the creation, development or other acquisition of any Intellectual Property by Parent or any of its Subsidiaries after the Closing Date and during such prior fiscal quarter or fiscal year, as the case may be, for which such financial statements were delivered, which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority. (k) Any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts (in each case, other than Excluded Accounts), by delivering to the Agent, a copy notice setting forth a complete and correct list of all such accounts as of the date of such notice; change. (l) The acquisition by any Obligor or any of its Subsidiaries, in a single or series or related transactions, of any fee interest in any real property having a fair market value in excess of $500,000. (viim) fails Concurrently with the delivery thereof to make RTW, copies of all notices and other reports required to be delivered by the Borrower to RTW under the RTW Royalty Financing Agreement and, to the extent that the Additional RTW Royalty Financing Agreement has been executed by RTW and [Allurion] pursuant to the terms of the Side Letter, the Additional RTW Royalty Financing Agreement. (n) The occurrence of any payment material product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or contribution the like conducted, to be undertaken or issued by an Obligor, any Subsidiary thereof or their respective suppliers whether or not at the request, demand or order of any Governmental Authority or otherwise with respect to any Plan Product, or Multiemployer Plan any basis for undertaking or in respect issuing any such action or item. (o) The occurrence or existence of any Benefit Arrangement event, circumstance, act or makes any amendment to any Plan or Benefit Arrangement which omission that has resulted in, or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other securityin, a certificate of Material Adverse Effect or a Financial Officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to takeMaterial Regulatory Event. Each notice delivered under this Section 8.02 (other than any notice delivered pursuant to Section 8.02(e)(iii) or (iv)) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of Parent and the Borrower setting forth the summary details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (c) . Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Documents required to be delivered pursuant to Section 8.01 and this Section 8.02 (i) of any change in the information provided in the most recent Beneficial Ownership Certification that would result in a change (to the list extent any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at any website address of beneficial owners identified therein the Borrower, or (orii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if applicableany, to which each Lender and the Agent have access (whether a commercial, third- party website or whether sponsored by the Agent). The Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each of the Parent and the Borrower hereby acknowledges that the Agent or the Lenders may not wish to receive material non-public information with respect to the Parent, the Borrower or their Affiliates, or the respective securities of any Subsidiary ceasing of the foregoing, and the Agent, the Lenders or their respective personnel may be engaged in investment and other market-related activities with respect to fall within an express exclusion such Persons’ securities. Notwithstanding anything to the definition of “legal entity customer” under contrary in this Agreement, the Beneficial Ownership RegulationParent and the Borrower covenant and agree that, except for the information required pursuant to clauses (a) and (ii) promptly upon above, neither it, nor any Person acting on its behalf, will provide, or become obligated to provide, the reasonable request of the Administrative Agent or any LenderLender or their respective representatives or agents with any other information that the Parent or the Borrower reasonably believes constitutes material non-public information, any information unless prior thereto, such receiving Person shall have confirmed to the Parent or documentation requested by the Borrower, as applicable, in writing that it for purposes consents to receive such information. The Parent and the Borrower hereby acknowledge that each Lender is relying on the foregoing covenant in effecting transactions in securities of complying with the Beneficial Ownership RegulationParent.

Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent, which shall then promptly furnish to Agent and each Lender, Lender prompt written notice of the following: : (a) promptly and, in any event, within three (3) Business Days of knowledge of the occurrence thereof, the occurrence of any Default or Event of which any Responsible Officer of the Borrower obtains knowledge; Default; (b) if and when promptly and, in any ERISA Affiliate event, within seven (i7) gives Business Days of receiving notice of, the filing or is required to give notice commencement of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the PBGC knowledge of the Borrower, affecting any “reportable event” (as defined in Section 4043 Loan Party or any Subsidiary or any of ERISA) with respect to any Plan which could their respective assets, franchises or licenses which, if adversely determined, would reasonably be expected to constitute grounds for result in a termination Material Adverse Effect; (c) promptly and, in any event, within ten (10) Business Days of such Plan under Title IV knowledge of ERISAthe occurrence thereof, or knows that the plan administrator occurrence of any Plan has given event or is any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required to give notice of under any such reportable eventEnvironmental Law, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that becomes subject to any Multiemployer Plan is in reorganizationEnvironmental Liability, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent any claim with respect to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect ofany Environmental Liability, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies becomes aware of any basis for a waiver any Environmental Liability and in each of the minimum funding standard under Section 412 of the Codepreceding clauses, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan which individually or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and, in any event, within seven (7) Business Days after (A) the imposition Borrower, any of a Lien its Subsidiaries or the posting of a bond any ERISA Affiliate knows or other securityhas reason to know that any ERISA Event has occurred, a certificate of a Financial Responsible Officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto; and , and (cB) becoming aware (i1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any change in Withdrawal Liability, (3) of the information provided in adoption of, or the most recent Beneficial Ownership Certification that would result commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a change to material increase in contribution obligations of the list Borrower, any of beneficial owners identified therein (or, if applicable, the Borrower its Subsidiaries or any Subsidiary ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (ii) promptly upon the reasonable request ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Administrative Agent or any Lender, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.Borrower;