Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish Borrower shall give to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following: (a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced the commencement (or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (ccommencement in writing) any Lien (other than Permitted Encumbrances) of all material legal or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, arbitral proceedings whether or not covered by insuranceinsurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gc) 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 Borrowers and their Subsidiaries Borrower Parties in an aggregate amount exceeding $20,000,000250,000; (d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default; (e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent; (f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and (hg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower Representative setting forth forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon an Authorized Representative’s knowledge thereof, the occurrence of any Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against a Loan Party or Subsidiary that (i) seeks damages in excess of the Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 40 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by a Loan Party or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws that could reasonably be expected to have a Material Adverse Effectindividually or in the aggregate exceed the Threshold Amount, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of the Threshold Amount; (c) (i) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim and (ii) any claims made or asserted against any material portion of the CollateralCollateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in an amount in excess of the amount of $15,000,000 or moreThreshold Amount, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location (other than individual Restaurants) or public warehouse where material Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (f) simultaneously with if at the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e)time thereof there if more than one Lender under this Agreement, the fact that a list of counterparties under each Loan Party or Subsidiary has entered into a Swap Agreement entered into by or an amendment to a Swap Agreement with a Lender or any Loan Party and a listing Affiliate thereof, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendments thereto (which shall be delivered within five (5) Business Days); (g) 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 Borrowers and their Subsidiaries Borrower or any ERISA Affiliate in an aggregate amount exceeding $20,000,000the Threshold Amount; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any written notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against any Loan Party or any Subsidiary that could (i) seeks damages in excess of $10,000,000 and to the extent the Loan Parties reasonably expect that it will not be expected covered by independent third-party insurance as to have which the insurer is rated at least A- by A.M. Best Company, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $7,500,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any recall of a Material Adverse Effectproduct manufactured or sold by a Loan Party; (c) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to the Collateral, individually or Disposition outside in the ordinary course of business of the Collateral aggregate, in the amount of $15,000,000 7,500,000 or more, whether or not covered by insurance; (e) within five two (2) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received by any Loan Party or any Subsidiary under or with respect to any leased location or public warehouse where Collateral is located having with a value value, individually or in the aggregate, in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses7,500,000 is located; (f) simultaneously with the delivery all material amendments to or terminations of any Borrowing Base Certificate pursuant to Section 5.01(e)Material Indebtedness, if any, together with a list copy of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment or termination; (g) any casualty or other insured damage to any portion of the Collateral or commencement of any action or proceeding for the taking of any portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, in each case, in an amount, individually or in the aggregate, in excess of $7,500,000; (h) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,000; and7,500,000; (hi) any other development that results inresults, or could would reasonably be expected to result inresult, in a Material Adverse Effect; and (j) any Financial Officer obtaining actual knowledge of any change in the information provided in the Beneficial Ownership Certification (if any) delivered to a Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 5.02 (except for clause (f) of this Section 5.02) shall (i) be in writing and (ii) be accompanied by a statement of a Financial Officer of the Borrower or other executive officer of 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 theretothereto as of the time of such notice.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but and in any event within any time period that may be specified belowtwo (2) Business Days) written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party that or any Affiliate thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) material change in accounting or claim made financial reporting practices by any Borrower or asserted against any material portion of Subsidiary, including without limitation the Collateralmanner in which equipment is depreciated; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries Loan Parties in an aggregate amount exceeding $20,000,000; and2,500,000; (e) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (f) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (g) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral having an aggregate value in excess of $2,500,000 is located; (h) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (i) any amendment, supplement or other modification of any Second Lien Documents, any ABL Loan Documents or any floor plan financing, together with a fully executed copy of such amendment, supplement or modification; (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (k) any change in the 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. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Sixth Amended and Restated Floor Plan First Lien Credit Agreement dated April 1, 2021” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 DefaultDefault (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder); (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower or any litigation or proceeding commenced or threatened against any Loan Party that of its Affiliates that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gi) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,0002,500,000, (ii) the existence of material Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) and (iii) the existence of material aggregate potential withdrawal liability under Section 4201 of ERISA, if the Borrower, all of its Subsidiaries and all of their respective ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans; and (hd) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Upon the Borrower or the Company obtaining knowledge thereof, the Borrower and the Company will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower, the Company or any litigation or proceeding commenced or threatened against any Loan Party that Affiliate thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers Borrower and their the Subsidiaries in an aggregate amount exceeding $20,000,00030,000,000; and (hd) any other development that results in, or could reasonably be expected to result in, a Material 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 Representative or the 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. Each Loan Party hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of such Loan Party hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Loan Parties or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Loan Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent 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 Side Information.”

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and (for delivery to 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 DefaultDefault or Event of Default (which notice shall be delivered no later than five Business Days after any Borrower has any knowledge thereof); (b) receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened against any Loan Party Borrower that (i) could reasonably be expected to have a Material Adverse Effect, (ii) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000, or (iii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any material portion Collateral having a value in excess of the Collateral$5,000,000; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount having a book value of $15,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,0005,000,000; (g) receipt of any notice by a holder of any Equity Interests of any Borrower or holder of any Material Indebtedness that any default exists with respect thereto or that any Borrower is not in compliance with the terms thereof; and (h) any other development development, including as a result of any work stoppage, strike or other labor dispute, that results in, or could reasonably be expected to result in, a Material Adverse Effect. The Administrative Agent shall deliver to the Lenders all documents that are received by it pursuant to this Section as provided in Section 9.01(b) or by posting such documents to Intralinks or an equivalent means of electronic delivery to which the Lenders have access. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable detail the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. (a) The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but and, in any event within any time period that may be specified event, except as to clause (d) below, not later than three Business Days after a Responsible Officer becomes aware thereof) written notice of the following: (ai) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gii) the occurrence of any ERISA Event thatevent of default, alone or together the receipt by the Borrowers or any of their Subsidiaries of any written notice of an alleged event of default, with respect to any other ERISA Events that have occurred, could reasonably be expected to result in liability Material Indebtedness of the Borrowers and or any of their Subsidiaries in an aggregate amount exceeding $20,000,000; andSubsidiaries; (hiii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. ; and (iv) prior to the closing of any Acquisition, Fortegra shall provide the Administrative Agent with the following: (A) a Compliance Certificate, (B) quarterly and annual financial statements of the Person whose Capital Stock or assets are being acquired for the twelve‑month period immediately prior to such proposed Acquisition, including any audited financial statements, in each case, that are made available by the seller to the applicable Loan Party, and (C) a summary of the material economic terms of such proposed Acquisition. (b) Prior to (i) moving the chief executive office of any Borrower or Guarantor or (ii) changing the jurisdiction of organization or legal name of any Borrower or Guarantor, the Borrowers shall provide written notice to the Administrative Agent of such move or change; provided, that each Borrower and Guarantor shall at all times maintain its chief executive office and its jurisdiction of organization in the United States of America. (c) Each notice delivered under this Section 6.2 (other than pursuant to clause (a)(iv) above) shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $20,000,000, (ii) seeks injunctive relief which could reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $20,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances or Liens otherwise permitted by Section 6.02) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all written default notices received under or with respect to any leased location or public warehouse where Collateral is located having a with an aggregate value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses5,000,000 is located (which shall be delivered within ten Business Days after receipt thereof); (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), fact that a list of counterparties under each Loan Party has entered into a Swap Agreement entered into by any Loan Party and or an amendment to a listing Swap Agreement, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendments thereto (which shall be delivered within ten Business Days); (g) 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 Borrowers Company and their its Subsidiaries in an aggregate amount exceeding $20,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower Representative will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party or Subsidiary that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $2,000,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000.00, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 2,000,000.00 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two (2) Business Days after receipt thereof); (f) simultaneously all material amendments to any Material Agreement together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,0001,000,000.00; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Loan Parties will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) within three (3) Business Days after any Authorized Officer of a Loan Party knows of the occurrence of a Default, the occurrence of any Default; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof in which the amount involved (not covered by an unaffiliated insurance carrier that could has not denied coverage) is greater than $5,000,000 and that, if adversely determined, would reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 1,000,000 or more, whether or which is not covered by insurance; (ed) within five (5) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having an aggregate value exceeding $1,000,000; (e) all amendments to the Term Loan Agreement, together with a value in excess copy of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all each such leased locations or public warehousesamendment; (f) simultaneously with within two (2) Business Days after the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e)occurrence thereof, a list of counterparties under each Swap Agreement entered into by any Loan Party and entering into a listing Swap Agreement or an amendment thereto, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendment; (g) 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 a Material Adverse Effect; (h) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,0001,000,000; (i) within ten (10) days after receipt thereof, copies of any Form FDA-483 and all responses to Form FDA-483 observations; and (hj) any other development that results in, or could would reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon a Loan Party obtaining knowledge thereof, the occurrence of any Default; (b) receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that could (i) such Loan Party reasonably be expected expects to have a Material Adverse Effectresult in uninsured damages in excess of $1,000,000, (ii) such Loan Party reasonably expects to result in injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000, or (vii) involves any material product recall; (c) upon a Loan Party obtaining knowledge thereof, any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all payment default notices and any material default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses250,000 is located; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty[Intentionally Omitted]; (g) within two Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; and500,000; (hi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (j) any change in the information provided in any Beneficial Ownership Certification delivered to such Lender 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 statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Company will furnish to the Administrative Agent, the Multicurrency Administrative Subordinated Collateral Agent and each Lender holder of the Subordinated Notes prompt (but in any event within any time period that may be specified below) written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party Obligor that could reasonably be expected to have a Material Adverse Effect(a) seeks damages in excess of $2,500,000, (b) seeks injunctive relief, (c) is asserted or instituted against any Plan, its fiduciaries or its assets, (d) alleges criminal misconduct by any Obligor, (e) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (f) contests any tax, fee, assessment, or other governmental charge in excess of $2,500,000, or (g) involves any product recall; (ciii) any Lien (other than Permitted EncumbrancesLiens or Liens permitted under paragraph 6A) or claim made or asserted against any material portion of the Collateral; (div) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 2,500,000 or more, whether or not covered by insurance; (ev) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (fvi) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty[Intentionally Omitted]; (gvii) the fact that an Obligor has entered into a Swap Agreement or an amendment to a Swap Agreement with a Person other than a Bank or the Bank Agent, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days); (viii) 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 Borrowers Company and their its Subsidiaries in an aggregate amount exceeding $20,000,000; and2,500,000; (hix) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (x) promptly upon, and in any event not later than the next Business Day after, receipt thereof, a copy of any notice received from the Bank Agent or any holder of Senior Debt that any default or event of default under the Credit Agreement has occurred or any notice of any acceleration of any Senior Debt; (xi) simultaneously with the transmission thereof, copies of all notices, reports, financial statements or other communications given to the Bank Agent or any holder of Senior Debt under the Credit Agreement, excluding routine borrowing requests; and (xii) with reasonable promptness, such other information as the Subordinated Collateral Agent may reasonably request. Each notice delivered under this Section paragraph shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative 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. 1.4 Paragraphs 5R and 5S are hereby deleted in their entirety. 1.5 Paragraph 6 of the Purchase Agreement and all Schedules referenced therein are amended and restated in their entirety as set forth in Exhibit 1 hereto. 1.6 Paragraph 7A of the Purchase Agreement is amended and restated in its entirety as set forth in Exhibit 2 hereto. 1.7 Paragraph 8Q of the Purchase Agreement is amended and restated in its entirety as follows:

Notices of Material Events. The Borrowers Borrower Representative will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period after such Responsible Officer has such knowledge that may be specified below) written notice of the following: (a) within two (2) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the occurrence of any Default or Event of Default; (b) within two (2) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the receipt by any Loan Party or any Subsidiary of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party that or any Subsidiary that, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; (c) within two (2) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the receipt by any Loan Party or Subsidiary of any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the CollateralCollateral having an aggregate value in excess of $5,000,000, excluding from the scope of this clause (c) Permitted Encumbrances other than income tax Liens of the type referred to in clause (a)(ii) of Permitted Encumbrances to the extent exceeding $1,000,000 individually or in the aggregate; (d) within five (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the occurrence of any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral having a value in the amount of $15,000,000 7,500,000 or more, whether or not covered by insurance; (e) within five ten (10) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the receipt thereof and no earlier than after passage of by any applicable cure periodLoan Party or Restricted Subsidiary thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess the amount of $500,000 in respect of an individual leased location 7,500,000 or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehousesmore is located; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), promptly after knowledge by a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing Responsible Officer of the aggregate ▇▇▇▇-to-market position Borrower Representative of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event thator breach of any representation made in Section 3.10; (g) within five (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative of the occurrence of any default or event of default under a Specified L/C Facility or any other event that requires, alone or enables any issuing bank under the Specified L/C Facility to require, the Company or any of its Subsidiaries to provide cash collateral for all or any portion of any Specified L/C Obligations; (h) within two (2) Business Days after the occurrence thereof, the occurrence of any default or event of default under any Permitted Term Loan Indebtedness or receipt of any notice asserting a default or event of default thereunder (together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a copy of such notice); (i) (A) within five (5) Business Days after knowledge by a Responsible Officer of the Borrowers Borrower Representative (1) of the occurrence of any default or event of default by any Person under any Credit Card Agreement relating to Credit Cards Accounts contained in the Borrowing Base, (2) the establishment of, or receipt by any Borrower of a notice of any proposed establishment of, a reserve or reserve account (or similar concept), whether in the form of an actual deposit account, book entry or otherwise, in connection with any Credit Card Agreement for the purposes of securing all or any portion of any Borrower’s existing or potential obligations to the applicable credit card issuer or processor under such Credit Card Agreement, or (3) that any credit card issuer, credit card processor or debit card or mall card issuer or provider with respect to Credit Card Accounts ceases to meet the requirements of clause (f) of the definition of “Eligible Credit Card Accounts” and their Subsidiaries (B) on and at the time of submission to the Administrative Agent of the Borrowing Base Certificate after a Responsible Officer of the Borrower Representative has knowledge that any Borrower has entered into a material amendment, waiver or other modification of a Credit Card Agreement applicable to any Credit Card Account included in an aggregate amount exceeding the Borrowing Base; (j) within five (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative of the filing of any Lien with respect to any delinquent Taxes in excess of $20,000,0002,500,000; and (hk) promptly after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of any other development that results inresults, or could reasonably be expected to result in, 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 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.

Notices of Material Events. The Borrowers Company will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender Significant Holder prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against the Company or any litigation or proceeding commenced or threatened against any Loan Party that Subsidiary which, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any Lien event or any other development by which the Company 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 than Permitted Encumbrancesapproval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $10,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $10,000,000, or claim made or asserted against (iv) becomes aware of any material portion basis for any Environmental Liability in excess of $10,000,000 and in each of the Collateralpreceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers Company and their its Subsidiaries in an aggregate amount exceeding $20,000,00010,000,000; and (he) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section Paragraph 5J shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower Representative setting forth the in reasonable details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers Borrower Representative will furnish to the Administrative Agent, the Multicurrency Administrative Agent and (which shall promptly notify each Lender in accordance with its customary practice) prompt (but in any event within any time period that may be specified below) written notice of the following: (a) its knowledge of the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that could reasonably be expected to be adversely determined, and, if so determined, could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral[reserved]; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result have a Material Adverse Effect; (e) notice of a Sustainability Pricing Inaccuracy; (f) any change in liability the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Loan Party on a “Credit Watch” or “WatchList” or any similar list, in each case with negative implications, or the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000cessation by a credit rating agency of, or its intent to cease, rating such Loan Party’s debt; and (hg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Credit Agreement dated February 7, 2022” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of any of the followingfollowing of which any Borrower acquires knowledge: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws with damages in excess of $5,000,000, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the CollateralCollateral in an amount in excess of $500,000; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 1,000,000 or moremore per occurrence, whether or not covered by insuranceinsurance (for the avoidance of any doubt, this provision excludes workers compensation, auto and general liability claims); (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouseslocated; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), fact that a list of counterparties under each Loan Party has entered into a Swap Agreement entered into by any Loan Party and or an amendment to a listing Swap Agreement, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendments thereto (which shall be delivered within two Business Days); (g) 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 Borrowers any Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,0002,500,000; and (h) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section (other than notices under clause (f) unless reasonably requested by the Administrative Agent) shall be accompanied by a statement of a Financial Officer or other executive officer of the Administrative 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.

Notices of Material Events. The Borrowers Company will furnish to the Administrative Agent, Agent (for distribution to the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified belowLenders) written notice promptly upon any Financial Officer, or other officer or employee responsible for compliance with the Loan Documents, of the Company or any Subsidiary becoming aware of any of the following: (a) (i) the occurrence of any Default; , (bii) receipt any event or circumstance which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any notice of any governmental investigation Material Contract to which the Company or any litigation of its Restricted Subsidiaries is a party or proceeding commenced by which the Company or threatened against any Loan Party that Restricted Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect, (iii) any event or circumstance which constitutes or which with the passage of time or giving of notice or both would constitute a default, event of default or termination event under the Exchange Documents, together with a copy of any written notice sent or received by the Company or any of its Subsidiaries in connection therewith, (iv) any termination or threatened termination or any alleged breach of the Exchange TSA, together with a copy of any written notice sent or received by the Company or any of its Subsidiaries in connection therewith, or (v) the occurrence of a UK Proceeding Trigger Event (as defined in the Exchange TSA); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or involving the Company or any Restricted Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Company to the Administrative Agent and the Lenders, that in each case would reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of any Loan Document; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all notices that a material default notices has occurred and is continuing received under or with respect to any leased location or public warehouse where Collateral is located having a an aggregate value in excess of $500,000 in respect 2,000,000 is located (which shall be delivered within ten (10) Business Days after receipt thereof); (d) the occurrence of an individual leased location ERISA Event or public warehouse Foreign Pension Plan Event that has resulted, or holding Collateral having would reasonably be expected to result, in a value in excess of $1,000,000 Material Adverse Effect; (e) any change in the aggregate across all such leased locations fiscal year of the Company or public warehousesits method of determining fiscal quarters or fiscal months; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant other development that has resulted, or would reasonably be expected to Section 5.01(e)result, in a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty;Material Adverse Effect; or (g) any change in the occurrence of any ERISA Event that, alone or together with any other ERISA Events information provided in the Beneficial Ownership Certification delivered to such Lender that have occurred, could reasonably be expected to would result in liability a change to the list of the Borrowers and their Subsidiaries beneficial owners identified in an aggregate amount exceeding $20,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effectsuch certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $20,000,000, (ii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets an amount in excess of $10,000,000, (iii) alleges criminal misconduct by any Loan Party, (iv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $20,000,000, or (v) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against any material portion Collateral having a value in excess of the Collateral$5,000,000; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses2,000,000 is located; (f) simultaneously all material amendments to and any documents evidencing any Material Indebtedness, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,00010,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, Agent (which shall promptly make such information available to the Multicurrency Administrative Agent and each Lender Lenders in accordance with its customary practices) prompt (but in any event within any time period that may be specified below) 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; (b) receipt the filing or commencement of any notice litigation, investigation, action, suit or proceeding by or before any arbitrator or Governmental Authority against or involving the Borrower, any of any governmental investigation its Subsidiaries or any litigation Affiliate thereof or proceeding commenced any of their respective properties, assets or threatened against any Loan Party business that could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,0005.0 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 benefit 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, or threatens to result in, 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 extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment; (j) any material notice provided to the holders of any Material Indebtedness along with a copy of such notice; and (hk) any other development that results in, or could would reasonably be expected to result 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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, specifying the nature and extent thereof; (b) receipt the filing or commencement of, or any threat or notice of intention of any notice 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 Borrower or Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (c) as soon as possible after, and in any event within ten (10) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower in an aggregate amount exceeding $1,000,000; (d) as soon as possible and in no event later than ten (10) Business Days after the receipt thereof by the Borrower or any Subsidiary, a copy of any governmental investigation notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any litigation Environmental Liability of the Borrower or proceeding commenced or threatened against any Loan Party that Subsidiary, in each case, which could reasonably be expected to have a Material Adverse Effect; (ce) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Lien (other than Permitted Encumbrances) Subsidiary with the Securities and Exchange Commission, or claim made any Governmental Authority succeeding to any or asserted against any material portion all of the Collateral; (d) any loss, damagefunctions of said Commission, or destruction with any national securities exchange, or distributed by the Borrower to or Disposition outside its shareholders generally, as the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehousescase may be; (f) simultaneously with promptly after the delivery furnishing thereof, copies of any Borrowing Base Certificate pursuant statement or report furnished to Section 5.01(e), a list any holder of counterparties under each Swap Agreement entered into by debt securities of any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence or of any ERISA Event thatof its Subsidiaries pursuant to the terms of any indenture, alone loan or together with credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other ERISA Events that have occurred, could reasonably be expected to result in liability clause of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000this Section 6.2; and (hg) any other development that results in, or could reasonably be expected to result in, a Material 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 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. Documents required to be delivered pursuant to Sections 6.1(a), 6.1(b), 6.2(e) or 6.2(f) (to the extent any such documents are included in materials otherwise filed with the SEC) 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 10.1; 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 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 such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such 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 (i) the Administrative Agent will make available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) 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 notify the Administrative Agent in the event that any non-public information is included in the Borrower Materials and to cooperate with the Administrative Agent to ensure that such non-public information is not distributed to a Public Lender.

Notices of Material Events. The Borrowers Company will furnish to the Administrative Agent, the Multicurrency Administrative Agent Prudential and each Lender prompt (but in any event within any time period that may be specified below) holder of Notes who is an Institutional Investor written notice of the following, promptly upon a Responsible Officer of the Company having actual knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Company or any litigation or proceeding commenced or threatened against any Loan Party Subsidiary thereof that could would reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000a Material Adverse Effect; and (hd) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Senior Financial Officer or other executive officer of the Borrower Representative 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. Information required to be delivered pursuant to clause (b), (c) and (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted or the Company provides a link thereto on ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; or (iii) posted on the Company’s behalf on an Internet or intranet website, if any, to which Prudential and the holders of Notes have access (whether a commercial, third-party website or whether sponsored by the Company). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Required Holders.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against any Loan Party or any Subsidiary that could reasonably be expected (i) seeks damages in excess of $500,000, (ii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iii) alleges criminal misconduct by any Loan Party or any Subsidiary, (iv) alleges the violation of, or seeks to have a Material Adverse Effectimpose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (v) asserts liability on the part of any Loan Party or any Subsidiary in excess of $500,000, in respect of any tax, fee, assessment, or other governmental charge, or (vi) involves any product recall; (c) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or more not covered by insurance; (e) within five three Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess the amount of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehousesmore is located; (f) simultaneously all material amendments to any Material Agreement which are material or adverse to the Lender, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,000250,000; and (h) any other development that results in, or could would reasonably be expected to result in, a Material 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 Representative 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-tomark-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, Agent (and the Multicurrency Administrative Agent and shall provide a copy to each Lender Lender) prompt (but in any event within any time period that may be specified below) written notice notice, after Borrower has actual knowledge, of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority by or against the Borrower or any litigation or proceeding commenced or threatened against any Loan Party that could Affiliate thereof that, if adversely determined, is reasonably be expected likely to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could is reasonably be expected likely to result in liability a Material Adverse Effect; (d) the occurrence of the Borrowers and their Subsidiaries any Casualty or Condemnation Event affecting an Eligible Unencumbered Asset in an aggregate amount exceeding $20,000,0005,000,000; (e) the opening or the closing (other than a temporary closing permitted under the applicable lease or reciprocal easement agreement) of an Anchor Store at any Eligible Unencumbered Asset; (f) the increase or decrease by 10% or more of the gross leasable area of any Eligible Unencumbered Asset; (g) the occurrence of any event of the type described in clauses (i), (j) and (k) (with respect to any admission in writing only) of Section 7.01 with respect to any Subsidiary and the percentage of Capitalization Value attributable to such Subsidiary measured as of the most recent Compliance Certificate; (h) subject to Section 3.04(b), any development that the Borrower believes in good faith is reasonably likely to result in a Material Adverse Effect; and (hi) any other development change in the information provided in the Beneficial Ownership Certification delivered to such Lender that results in, or could reasonably be expected would result in a change to result in, a Material Adverse Effectthe list of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Loan Parties will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) within three (3) Business Days after any Authorized Officer of a Loan Party knows of the occurrence of a Default, the occurrence of any Default; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof in which the amount involved (not covered by an unaffiliated insurance carrier that could has not denied coverage) is greater than $5,000,000 and that, if adversely determined, would reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (ed) within five (5) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having an aggregate value exceeding $500,000; (e) all amendments to the Term Loan Agreement, together with a value in excess copy of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all each such leased locations or public warehousesamendment; (f) simultaneously with within two (2) Business Days after the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e)occurrence thereof, a list of counterparties under each Swap Agreement entered into by any Loan Party and entering into a listing Swap Agreement or an amendment thereto, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendment; (g) 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 a Material Adverse Effect; (h) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,000500,000; (i) within ten (10) days after receipt thereof, copies of any Form FDA-483 and all responses to Form FDA-483 observations; and (hj) any other development that results in, or could would reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower Representative will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $750,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $750,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 750,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two (2) Business Days after receipt thereof); (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under (i) each Swap Material Agreement entered into by any Loan Party and after the Effective Date, together with a listing copy of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty Material Agreement, and (ii) each amendment to the agreements on Schedule 3.12 or any other Material Agreement entered into after the Effective Date, together with respect to all Swap Agreements then outstanding with a copy of each such counterpartyamendment; (g) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days); (h) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000750,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default;; AUS:0041907/00169:444711v12 40 (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $5,000,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws; or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000.00; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 1,000,000.00 or more, more whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (f) simultaneously all material amendments to any Major Leases or other material agreements, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) the occurrence of any ERISA Event thatfact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, alone or together with any other ERISA Events that have occurred, could reasonably copies of all agreements evidencing such Swap Agreement or amendments thereto which shall be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000delivered within two (2) Business Days; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Certifying Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Lead Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 DefaultDefault or Event of Default specifying the nature and extent thereof, and the action (if any) which is proposed to be taken with respect thereto; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 a Material Adverse Effect; (d) the occurrence of any default or any other event or condition under any Indebtedness incurred by the Excluded Entity to finance the South Beach Real Estate that enables or permits (with or without the giving of notice, the lapse of time or both) the beneficiary or beneficiaries of the Borrowers and South Beach Guarantee (or any trustee or agent on its or their Subsidiaries behalf) to cause the South Beach Guarantee to become payable or cash collateral in an aggregate amount exceeding $20,000,000; andrespect thereof to be demanded; (he) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (f) any change in any Borrower’s chief executive officer or chief financial officer; (g) any failure by the Borrowers to pay rent or other occupancy charges at twenty-five (25) or more of their locations (other than rent escalation payments that have not been invoiced and payments that are being contested by the Borrowers in good faith consistent with the Borrowers’ practices as of the Effective Date), which failure continues for more than ten (10) days (or such shorter cure period as provided in the lease for such location) following the day on which such rent first came due; (h) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; (i) 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; (j) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of eminent domain or by condemnation or similar proceeding; and (k) the filing of any Liens for unpaid Taxes against any Loan Party in an amount, individually or in the aggregate, in excess of $500,000. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower Representative 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon an Authorized Officer’s knowledge thereof, the occurrence of any Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against a Loan Party or Subsidiary that (i) seeks damages in excess of the Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 25 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by a Loan Party or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws that could reasonably be expected to have a Material Adverse Effectindividually or in the aggregate exceed the Threshold Amount, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of the Threshold Amount; (c) (i) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim and (ii) any claims made or asserted against any material portion of the CollateralCollateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in an amount in excess of the amount of $15,000,000 or moreThreshold Amount, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location (other than individual Restaurants) or public warehouse where material Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (f) simultaneously with if at the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e)time thereof there if more than one Lender under this Agreement, the fact that a list of counterparties under each Loan Party or Subsidiary has entered into a Swap Agreement entered into by or an amendment to a Swap Agreement with a Lender or any Loan Party and a listing Affiliate thereof, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendments thereto (which shall be delivered within five (5) Business Days); (g) 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 Borrowers and their Subsidiaries Borrower or any ERISA Affiliate in an aggregate amount exceeding $20,000,000the Threshold Amount; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Company will furnish to post on the Administrative Agent, the Multicurrency Administrative Agent and each Lender Platform prompt (but in any event within any time period that may be specified below) written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) receipt the filing or commencement, or non-frivolous threat of, of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Company or any litigation or proceeding commenced or threatened against any Loan Party Subsidiary of the Company thereof that could would reasonably be expected to have result in a Material Adverse EffectEffect or which seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; (ciii) receipt from any Lien (other than Permitted Encumbrances) Customer of a notice that such Customer has elected to terminate any Customer Agreement which, individually or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or moreaggregate, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having has a value in excess of $500,000 250,000 together with all other Customer Agreements terminated in the same calendar year; (iv) the occurrence of any default by a Customer in respect of an individual leased location its obligations under any Customer Agreement which, individually or public warehouse or holding Collateral having in the aggregate, has a value in excess of $1,000,000 50,000 together with all other Customer Agreements for which a Customer has defaulted in its obligations thereunder in the aggregate across all such leased locations or public warehousessame calendar year; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gv) the occurrence of any ERISA Event thatmaterial dispute under any Project Documents which, alone together or together with any other ERISA Events that have occurredin the aggregate, could reasonably be expected to result in liability a Material Adverse Effect; (vi) any notice of default or event of default under the Borrowers CarVal Note Documents and their Subsidiaries other Indebtedness with a principal outstanding amount or commitment amount in an aggregate amount exceeding excess of $20,000,000500,000; and (hvii) any other development that becomes known to any officer of the Company or any of its Subsidiaries that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 7 shall be posted on the Platform and accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative 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.

Notices of Material Events. The Borrowers Issuers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender Purchaser prompt (but and in any event within any time period that may be specified belowtwo (2) Business Days) written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting any Notes Party or any litigation or proceeding commenced or threatened against any Loan Party that Affiliate thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries Notes Parties in an aggregate amount exceeding $20,000,0002,500,000; (d) any material change in accounting or financial reporting practices by any Issuer or any Subsidiary, including without limitation the manner in which equipment is depreciated; (e) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (f) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (g) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral having an aggregate value in excess of $2,500,000 is located; (h) within two (2) Business Days after the occurrence thereof, any Notes Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (i) any amendment, supplement or other modification of any First Lien Loan Document, any Floor Plan Loan Document or any other floor plan financing, together with a fully executed copy of such amendment, supplement or modification; and (hj) any other development that results in, or could reasonably be expected to result in, a Material 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 Representative Issuers setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $2,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws to the extent the foregoing results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $2,000,000, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favour of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim or filing made or asserted in writing against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral or Equipment in the amount of $15,000,000 2,000,000 or more, whether or not covered by insurance; (e) within five two Business Days of the receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all material default notices received under or with respect to any leased location or public warehouse (where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses2,000,000 is located); (f) simultaneously all material amendments to Material Contracts, the EDC Guarantee and any documents evidencing any Material Indebtedness, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) within two Business Days of the receipt thereof, the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto; (h) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,0002,000,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Disbursing Agent and each Lender prompt Lender, promptly (but and in any no event within any time period that may be specified below) later than three Business Days after becoming aware thereof), written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party Borrower that could reasonably be expected to have a Material Adverse Effect;(i) seeks damages in excess of $1,000,000, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, its (c) any Lien (other than Permitted EncumbrancesLiens permitted under Section 6.02) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having (which shall be delivered within two Business Days after receipt thereof) which default could reasonably be expected to cause a value in excess Lien to attach to any Collateral or cause the termination of $500,000 in respect of an individual leased location or public warehouse or holding the Liens granted to the Collateral having a value in excess of $1,000,000 in Agent pursuant to the aggregate across all such leased locations or public warehousesLoan Documents; (f) simultaneously all material amendments to any Material Agreement, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) the fact that a Borrower has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days); (h) 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 Borrowers and their respective Subsidiaries in an aggregate amount exceeding $20,000,0001,000,000; (i) promptly after such Borrower becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Material Agreements; and (hj) any other development that results in, or could reasonably be expected to result 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 Representative 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.

Notices of Material Events. (a) The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but and, in any event within any time period that may be specified event, except as to clause (c) below, not later than three Business Days after a Responsible Officer becomes aware thereof) written notice of the following: (ai) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gii) the occurrence of any ERISA Event thatevent of default, alone or together the receipt by the Borrowers or any of their Subsidiaries of any written notice of an alleged event of default, with respect to any other ERISA Events that have occurred, could reasonably be expected to result in liability Material Indebtedness of the Borrowers and or any of their Subsidiaries in an aggregate amount exceeding $20,000,000; andSubsidiaries; (hiii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. ; and (iv) prior to the closing of any Acquisition, Fortegra Group shall provide the Administrative Agent with the following: (A) a Compliance Certificate, (B) quarterly and annual financial statements of the Person whose Capital Stock or assets are being acquired for the twelve-month period immediately prior to such proposed Acquisition, including any audited financial statements, in each case, that are made available by the seller to the applicable Loan Party, and (C) a summary of the material economic terms of such proposed Acquisition. (b) Prior to (i) moving the chief executive office of any Borrower or Guarantor or (ii) changing the jurisdiction of organization or legal name of any Borrower or Guarantor, the Borrowers shall provide written notice to the Administrative Agent of such move or change; provided, that each Borrower and Guarantor shall at all times maintain its chief executive office and its jurisdiction of organization in the United States of America. (c) Each notice delivered under this Section 6.2 (other than pursuant to clause (a)(iv) above) shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $500,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (f) simultaneously all material amendments to any real estate lease or other material agreements, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days); (h) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,000500,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, Agent (and the Multicurrency Administrative Agent and shall provide a copy to each Lender Lender) prompt (but in any event within any time period that may be specified below) written notice notice, after Borrower has actual knowledge, of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority by or against the Borrower or any litigation or proceeding commenced or threatened against any Loan Party that could Affiliate thereof that, if adversely determined, is reasonably be expected likely to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could is reasonably be expected likely to result in liability a Material Adverse Effect; (d) the occurrence of the Borrowers and their Subsidiaries any Casualty or Condemnation Event affecting an Eligible Unencumbered Asset in an aggregate amount exceeding $20,000,0005,000,000; (e) the opening or the closing (other than a temporary closing permitted under the applicable lease or reciprocal easement agreement) of an Anchor Store at any Eligible Unencumbered Asset; (f) the increase or decrease by 10% or more of the gross leasable area of any Eligible Unencumbered Asset; (g) the occurrence of any event of the type described in clauses (i), (j) and (k) (with respect to any admission in writing only) of Section 7.01 with respect to any Subsidiary and the percentage of Capitalization Value attributable to such Subsidiary measured as of the most recent Compliance Certificate; and (h) any other development that results in, or could the Borrower believes in good faith is reasonably be expected likely to result in, in a Material 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 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.

Notices of Material Events. The Borrowers Company will furnish to the Administrative Agent, the Multicurrency Administrative Agent and (for distribution to each Lender prompt (but in any event within any time period that may be specified belowLender) written notice of the following: , promptly after a Responsible Officer of the Company obtains actual knowledge thereof: (a) the occurrence of any Default; ; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Company or any litigation or proceeding commenced or threatened against any Loan Party that Subsidiary thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; ; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 7,500,000 or more, whether or not covered by insurance; ; (ed) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Inventory constituting Collateral is located having with a value in excess of $500,000 in respect 2,500,000 is located; (e) all amendments to the Term Loan Agreement, together with a copy of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all each such leased locations or public warehouses; amendment; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers a Material Adverse Effect; and their Subsidiaries in an aggregate amount exceeding $20,000,000; and (hg) any other development that results in, or could reasonably be expected to result in, 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 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. Information required to be delivered pursuant to clause (b) , (e) , (f) and (g) of this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly, current or other reports containing such information, is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another website identified in a notice from the Company and accessible by the Lenders without charge; or (iii) posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the 90

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default or Event of Default; (b) receipt the filing or commencement of any notice action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of any governmental investigation Borrower, affecting any Borrower or any litigation or proceeding commenced or threatened against any Loan Party that Subsidiary which, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any Lien event or any other development by which any 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 than Permitted Encumbrancesapproval 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 claim made or asserted against (iv) becomes aware of any material portion basis for any Environmental Liability and in each of the Collateralpreceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the receipt by any lossBorrower or any of its Subsidiaries of any written notice of an alleged default or event of default, damagein respect of any Material Indebtedness of such Borrower or any of its Subsidiaries, or destruction to or Disposition outside the ordinary course occurrence of business of any “Level III Default” under the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance;ACH Programs with SunTrust Bank; and (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect10,000,000. 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that could reasonably be expected to have a Material Adverse Effect; (ci) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value seeks damages in excess of $500,000 in respect 1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of an individual leased location Law, or public warehouse seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or holding Collateral having a value any Subsidiary in excess of $1,000,000 in the aggregate across all such leased locations respect of any tax, fee, assessment, or public warehousesother governmental charge, or (vii) involves any product recall; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gc) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,0001,000,000; (d) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendment; and (he) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $15,000,000, (ii) seeks injunctive relief which could reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan or Multiemployer Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $15,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances or Liens otherwise permitted by Section 6.02) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all written default notices received under or with respect to any leased location or public warehouse where Collateral is located having a with an aggregate value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses5,000,000 is located (which shall be delivered within ten Business Days after receipt thereof); (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), fact that a list of counterparties under each Loan Party has entered into a Swap Agreement entered into by any Loan Party and or an amendment to a listing Swap Agreement, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendments thereto (which shall be delivered within ten Business Days); (g) the occurrence of (i) any ERISA Event described in clause (b) of the definition thereof or (ii) 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 Borrowers Company and their its Subsidiaries in an aggregate amount exceeding $20,000,00015,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding Proceeding commenced or threatened against any Loan Party or any Subsidiary that could reasonably be expected (i) seeks damages in excess of $500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to have a Material Adverse Effectimpose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $500,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five two (2) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouseslocated; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty[reserved]; (g) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) any material change in accounting or financial reporting practices by any Borrower or any Subsidiary; (i) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,000; and500,000; (hj) any change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Loan Party on a “Credit Watch” 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 such Loan Party’s debt; (k) any other development that results inresults, or could would reasonably be expected to result inresult, in a Material Adverse Effect; and (l) any change in the 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. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice” under Section 5.02 of Credit Agreement dated November 12, 2021 and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and (for distribution to 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 Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $75,000,000the Threshold Amount, (ii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets an amount in excess of $75,000,000the Threshold Amount, (iii) alleges criminal misconduct by any Loan Party, (iv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $75,000,000the Threshold Amount, or (v) contests any tax, fee, assessment, or other governmental charge in excess of $75,000,000the Threshold Amount; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against ABL Priority Collateral having a value in excess of $75,000,000the Threshold Amount, upon any material portion Loan Party’s knowledge of the Collateralsuch Lien or claim; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the ABL Priority Collateral in the thean amount of $15,000,000 75,000,000 or more▇▇▇▇▇▇ excess of the Threshold Amount, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices in writing received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding ABL Priority Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses75,000,000the Threshold Amount is located; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,00075,000,000the Threshold Amount; and (hg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice Information required to be delivered under this pursuant to Section 5.01 or Section 5.02 (to the extent any such information is included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be accompanied deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇); or (ii) on which such documents are posted on a 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 made available by a statement of a Financial Officer the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or other executive officer of any Lender through the Administrative Agent) to the Borrower Representative, the Borrower Representative setting forth shall deliver paper copies of such documents to the details Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower Representative shall notify the Administrative Agent and each Lender (by fax or through Electronic Systems) of the posting of any such documents and provide to the Administrative Agent through Electronic Systems electronic versions (i.e., soft copies) of such documents. The Administrative 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 any Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or development requiring requesting delivery of paper copies of such notice documents to it and maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on the Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any action taken or proposed of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Loan Party Materials “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties for purposes of United States federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute “Information” (as defined in Section 9.12), they shall be treated as set forth in Section 9.12); (y) all Loan Party Materials marked “PUBLIC” are permitted to be taken with respect theretomade available through a portion of the Electronic System designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Investor.”

Notices of Material Events. (a) The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (ai) the occurrence of any Default; (bii) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower or any litigation or proceeding commenced or threatened against any Loan Party that Affiliate thereof that, if adversely determined, could in the good faith opinion of the Borrower reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (giii) 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 Borrowers Borrower and their the Subsidiaries in an aggregate amount exceeding Five Hundred Thousand Dollars ($20,000,000500,000.00); and (hiv) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 6.03(a) shall be accompanied by a statement of a Financial Officer or other executive officer of 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. (b) The Borrower will furnish to the Administrative Agent and each Lender: (i) contemporaneously with the issuance thereof, a copy of all notices to the Trustee pursuant to section 10.01 or 11.01 of the Indenture and copies of all notices issued to the holders of the Convertible Senior Notes pursuant to section 10.03 or 11.01 of the Indenture; (ii) contemporaneously with the receipt by the Borrower thereof, copies of each “Designated Event Repurchase Notice”, as such term is defined in the Indenture; (iii) contemporaneously with the issuance by the Borrower, copies of each “Designated Event Company Notice”, as such term is defined in the Indenture; (iv) contemporaneously with the issuance thereof, copies of each “Conversion Notice”, as such term is defined in the Indenture; (v) contemporaneously with the receipt or issuance thereof, copies of all notices or requests received or issued by the Borrower in connection with the Indenture or the Convertible Senior Notes; (vi) notice of any default or “Event of Default” occurring under the Indenture, concurrently with the occurrence thereof; (vii) immediate notice of any amendment of the Indenture; and (viii) contemporaneously with the occurrence thereof, notice of the occurrence of a “Designated Event”, as such term is defined in the Indenture.

Notices of Material Events. The Borrowers Each Loan Party will furnish to the Administrative Agent, Agent (which shall promptly make such information available to the Multicurrency Administrative Agent and each Lender Lenders) prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence existence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Restricted Subsidiary that could (i) seeks damages in excess of $50,000,000, (ii) seeks injunctive relief which would reasonably be expected to have result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets which reasonably would be expected to result in a liability in excess of $50,000,000, (iv) alleges criminal misconduct by any Loan Party or any Restricted Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability in each case in excess of $50,000,000 or (vi) asserts liability on the part of any Loan Party or any Restricted Subsidiary in excess of $50,000,000 in respect of any tax, fee, assessment, or other governmental charge; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 50,000,000 or more, whether or not covered by insurance; (ed) within five ten (10) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a with an aggregate book value in excess of $500,000 in respect 2,500,000 or more is located; (e) all material amendments to any Material Indebtedness, together with a copy of an individual leased location each such amendment; provided that the Administrative Borrower shall be deemed to have furnished the information required by this clause (e) if Parent shall have timely made the same available on “E▇▇▇▇” (or public warehouse or holding Collateral having a value in excess any successor thereto) and/or on its home page on the worldwide web (located at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ as of $1,000,000 in the aggregate across all such leased locations or public warehousesEffective Date); (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event or any other event or condition with respect to a Plan, Multiemployer Plan or retiree medical benefit arrangement that, alone or together with any other ERISA Events or other events or conditions that have occurred, could reasonably be expected to result in liability of the Borrowers Parent and their its Restricted Subsidiaries in an aggregate amount exceeding $20,000,000; and50,000,000; (hg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (h) any change in the 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. Each notice delivered under this Section 5.02 (i) shall be in writing and (ii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Administrative 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency theSECTION 5.02. Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) : upon an Authorized Representative’s knowledge thereof, the occurrence of(a) any Event of any Default; (b) ; receipt of any notice of any governmental investigation or any litigation or or(b) proceeding commenced or threatened in writing against a Loan Party or Subsidiary that (i) seeks damages in excess of the Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 40 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by a Loan Party or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws that could reasonably be expected to have a Material Adverse Effect; individually or in the aggregate exceed the Threshold Amount, or (cvi) contests any tax, fee, assessment, or other governmental charge in excess of the Threshold Amount; (i) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim and (ii) any(c) claims made or asserted against any material portion of the Collateral; (d) Collateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in an amount in excess of(d) the amount of $15,000,000 or moreThreshold Amount, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, ; 79 any and all default notices received under or with respect to any leased leased(e) location (other than individual Restaurants) or public warehouse where material Collateral is located having (which shall be delivered within two Business Days after receipt thereof); if at the time thereof there if more than one Lender under this Agreement,(f) the fact that a value in excess of $500,000 in respect of an individual leased location Loan Party or public warehouse or holding Collateral having Subsidiary has entered into a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by or an amendment to a Swap Agreement with a Lender or any Loan Party and a listing Affiliate thereof, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; Agreement or amendments thereto (gwhich shall be delivered within five (5) Business Days); the occurrence of any ERISA Event that, alone or together with any other other(g) ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries Borrower or any ERISA Affiliate in an aggregate amount exceeding $20,000,000the Threshold Amount; and (h) and any other development that results in, or could reasonably be expected to to(h) result in, a Material 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 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.. Existence; Conduct of Business. Each Loan Party will, and willSECTION 5.03. cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03; provided, further, that no Loan Party or any of its Subsidiaries shall be required to preserve, renew or keep in full force and effect any rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses if such Loan Party or any such Subsidiary shall in its good faith judgment, determine that the preservation thereof is no longer in the best interests of such Loan Party or such Subsidiary, as the case may be, and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted. Payment of Obligations. Each Loan Party will, and will cause eachSECTION 5.04. Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP. 80

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and for distribution to each Lender prompt (but and in any event within any time period that may be specified belowfive (5) Business Days after the Borrower obtains knowledge thereof) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of the filing or commencement of, or the threat in writing of, any notice of any governmental action, suit, proceeding, investigation or arbitration by or before any litigation arbitrator or proceeding commenced Governmental Authority against or threatened against affecting the Borrower or any Loan Party that could reasonably be expected of its Subsidiaries thereof not previously disclosed in writing to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) the Lenders or claim made or asserted against any material portion of the Collateral; adverse development in any action, suit, proceeding, investigation or arbitration (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (epreviously disclosed to the Lenders) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthat, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having in either case, has a value in excess of $500,000 in respect reasonable probability of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e)adverse determination and, a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredif adversely determined, could reasonably be expected to result in liability in excess of $2,500,000, in each case, not fully covered by insurance, subject to normal deductibles; (c) any action, investigation or inquiry by any Governmental Authority of which a Responsible Officer of the Borrowers and Borrower has knowledge or any written threat, demand or lawsuit by any Person against the Borrower or any Subsidiary or their Subsidiaries Properties in an aggregate amount exceeding connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $20,000,000; and2,500,000, in each case, not fully covered by insurance, subject to normal deductibles; (hd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) to the best of the Borrower’s knowledge, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under this Section 8.02 shall specify that it is “a notice under Section 8.02” of this Agreement, identify the specific clause above and be accompanied by a statement of a Financial Responsible Officer or other executive officer of 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.

Notices of Material Events. The Borrowers will furnish Borrower shall give to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following: (a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced the commencement (or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (ccommencement in writing) any Lien (other than Permitted Encumbrances) of all material legal or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, arbitral proceedings whether or not covered by insuranceinsurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gc) 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 (i) the Borrowers and Borrower Parties or any of their Subsidiaries ERISA Affiliates (excluding the Operating Partnership) in an aggregate amount exceeding $20,000,000250,000 or (ii) the Operating Partnership or any of its ERISA Affiliates in an aggregate amount exceeding $5,000,000; (d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default; (e) copies of any material notices or documents pertaining to or related to the Projects or the Borrower received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent; (f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and (hg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower Representative setting forth forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative AgentAgent written notice of the following promptly, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be five Business Days (unless otherwise specified below) written notice ), after a Responsible Officer of the following:Borrower or any Obligor first learns of the existence of (prepared in reasonable detail): (a) the The occurrence or existence of (i) any Event of Default;, and (ii) any Default of which any Obligor has Knowledge. (b) receipt The occurrence of any notice event with respect to its property or assets resulting in an uninsured Loss aggregating $500,000 (or the Equivalent Amount in other currencies) or more. (c) The occurrence of any governmental investigation event or circumstance giving rise to (or could reasonably be expected to give rise to) any environmental liability under applicable Environmental Laws resulting in an uninsured Loss aggregating $500,000 (or the Equivalent Amount in other currencies) or more. (d) The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to Borrower’s Knowledge, affecting the Borrower or any litigation of its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or proceeding commenced or threatened against any Loan Party that a Material Regulatory Event. (i) Except to the extent it could not reasonably be expected to have a Material Adverse Effect; , on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (cii) promptly, and in any Lien (other than Permitted Encumbrances) event within ten Business Days, after any Responsible Officer of any ERISA Affiliate knows or claim made or asserted against any material portion has reason to know that a request for a minimum funding waiver under Section 412 of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or Code has been filed with respect to any leased location Title IV Plan or public warehouse where Collateral is located having Multiemployer Plan, a value notice (which may be made by telephone if promptly confirmed in excess writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of $500,000 in respect of an individual leased location any notice filed with the PBGC or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses;IRS pertaining thereto. (fi) simultaneously with the delivery The termination of any Borrowing Base Certificate Material Agreement other than termination at the end of its term pursuant to Section 5.01(e), a list its express terms; and (ii) the receipt by the Borrower or any of counterparties its Subsidiaries of any material notice under each Swap any Material Agreement entered into by any Loan Party (and a listing copy thereof) including any notice alleging a default under or breach of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each any such counterparty with respect to all Swap Agreements then outstanding with each such counterparty;agreement. (g) the occurrence The limiting, suspending or revoking of any ERISA Event thatRegulatory Approval or the changing of the market classifications, alone indications, contraindications or together with warnings required in the labeling of any other ERISA Events that have occurred, Product by any Governmental Authority. (h) [reserved]. (i) Any labor controversy resulting in or which could reasonably be expected to result in liability any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor that materially and adversely affects such Obligor’s business. (j) Any Security Event, all notices claims, allegations, complaints or other communications by any Person or self-regulatory entity alleging material violation of any Privacy and Data Security Requirements, and all investigations audits, inquiries, suits, actions or other legal proceedings asserted in writing by any Person or self-regulatory entity regarding an actual or possible material violation of any Privacy and Data Security Requirements, and all notices, allegations, complaints, and other communications relating to any of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; andforegoing. (hk) Concurrently with the delivery of any Compliance Certificate delivered pursuant to and in accordance with Section 8.01(d) and with any financial statements required to be delivered pursuant to Section 8.01(b), the creation, development or other acquisition of any new Intellectual Property by the Borrower or any of its Subsidiaries after the Closing Date and during such prior fiscal year which is registered or becomes registered by the Borrower or any of its Subsidiaries or the subject of an application for registration filed by the Borrower or any of its Subsidiaries with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other development that results insimilar or equivalent foreign Governmental Authority. (l) Concurrently with the delivery of any Liquidity Certificate delivered pursuant to and in accordance with Section 8.01(d), any administrative details (including, without limitation, changes to account type or could reasonably be expected account ownership) of any new Deposit Accounts, Securities Accounts or Commodity Accounts opened since the date of the last Liquidity Certificate delivered to result inthe Administrative Agent or changes to any existing Deposit Accounts, a Material Adverse EffectSecurities Accounts or Commodity Accounts since the date of the last Liquidity Certificate, delivered to Administrative Agent. 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 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. Nothing in this Section 8.02 is intended to waiver, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Notwithstanding anything to the contrary in the Loan Documents, none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes trade secrets or proprietary information, (ii) is prohibited by Law or any agreement binding on the Borrower or such Subsidiary to be disclosed to the Administrative Agent, any Lender and/or their respective representatives or contractors, (iii) is subject to attorney-client or similar privilege or constitutes attorney work product, or (iv) is related to Borrower’s strategy towards the Transactions, the Loan Documents or any Lender.

Notices of Material Events. (a) The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (ai) the occurrence of any Default; (bii) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower, any other Loan Party or any litigation or proceeding commenced or threatened against any Loan Party that other Affiliate of the Borrower that, if adversely determined, could reasonably be expected to have result to a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (giii) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,000250,000; (iv) the receipt of any notice or the occurrence of any event that could reasonably be expected to result in an Environmental Liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the greater of (A) $1,000,000 and (B) one percent (1%) of the Total Value; and (hv) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Borrower shall deliver to the Administrative Agent and the Lenders written notice of each of the following events affecting the Borrower, any other Loan Party or any other Subsidiary not less than five (5) Business Days prior to the occurrence thereof: (i) [reserved], (ii) a sale, transfer or other disposition of assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iii) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iv) [reserved], and (v) the grant of a Lien with respect to assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of $50,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate of a Financial Officer of the Borrower certifying that the Borrower is in compliance with this Agreement and the other Loan Documents both on a historical basis and on a pro forma basis, exclusive of the property sold, transferred or encumbered and inclusive of the property to be acquired or the indebtedness to be incurred. To the extent such proposed transaction would result in a failure to comply with the financial covenants set forth herein, proceeds of such transaction (together with such additional amounts as may be required), in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction, shall be paid by the Borrower and applied to prepay the Obligations. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $100,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws; (vi) contests any tax, fee, assessment, or other governmental charge in excess of $100,000.00, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 a Material Adverse Effect; (d) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Borrowers Collateral, other than claims asserted in the ordinary course of business, which do not in any one instance or the aggregate exceed $200,000; (e) any loss, damage, or destruction to the Collateral, in one occurrence or a series of occurrences, in the amount of $200,000.00 or more, whether or not covered by insurance; (f) any and their Subsidiaries in all default notices received under or with respect to any leased location or public warehouse where a material amount of Collateral is located (which shall be delivered within two Business Days after receipt thereof); (g) all material amendments to the Borrower’s written distribution agreements, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an aggregate amount exceeding $20,000,000amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days); and (hi) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower and Holdings will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting Holdings or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (of its Affiliates, other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside disputes in the ordinary course of business of the Collateral in the amount of $15,000,000 or moreor, whether or not in the ordinary course of business, disputes involving amounts exceeding $10,000,000 (excluding, however, any actions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, if fully covered by insurance, subject to deductibles); (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gc) the occurrence of any ERISA Event, or any fact or circumstances that gives rise to a reasonable expectation that any ERISA Event will occur, that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers Holdings and their Subsidiaries any of its ERISA Affiliates in an aggregate amount exceeding $20,000,00050,000,000; (d) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (e) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance; (f) any and all default notices received under or with respect to any leased location or public warehouse where Collateral with a value in excess of $1,000,000 is located (which shall be delivered within three Business Days after receipt thereof); (g) [Reserved]; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within three Business Days following execution and delivery thereof); (i) any fact, condition, event or occurrence governed by Environmental Law or any Hazardous Materials Activity that, in any such case, could reasonably be expected to form the basis of any environmental claim, or the assertion in writing of any environmental claim, by any Person against, or with respect to the activities of, any Group Member 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, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the Group Members in an aggregate amount exceeding $10,000,000; (j) any change (i) in any Loan Party’s corporate name, (ii) in any Loan Party’s corporate structure, (iii) in any Loan Party’s jurisdiction of organization or (iv) the organization identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and Holdings and the Borrower agree not to effect or permit any of the Loan Parties to effect any change referred to in this Section 5.02(j) unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents); and (hk) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but and in any event within any time period that may be specified belowtwo (2) Business Days) written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party that or any Affiliate thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) material change in accounting or claim made financial reporting practices by any Borrower or asserted against any material portion of Subsidiary, including without limitation the Collateralmanner in which equipment is depreciated; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries Loan Parties in an aggregate amount exceeding $20,000,000; and2,500,000; (e) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (f) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (g) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral having an aggregate value in excess of $2,500,000 is located; (h) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (i) any amendment, supplement or other modification of any Second Lien Documents or any floor plan financing, together with a fully executed copy of such amendment, supplement or modification; (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (k) any change in the 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. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Sixth Amended and Restated ABL First Lien Credit Agreement dated April 1, 2021” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Credit Parties will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting any Credit Party or any litigation or proceeding commenced or threatened against any Loan Party Affiliate that could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event related to the Plan of any Credit Party or knowledge after due inquiry of any ERISA Event related to a Plan of any other ERISA Affiliate that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries Credit Parties in an aggregate amount exceeding $20,000,00050,000; (d) the occurrence of any default or event of default under (i) any operating lease with respect to any real or personal property in respect of which the Borrower's obligations exceed $50,000 in any twelve month period, or (ii) any agreement, indenture, mortgage, or other instrument to which any Credit Party is a party governing Indebtedness in excess of $75,000, which default or event of default has not been cured within 30 days, except for any such default or event of default which is being contested by the Borrower in good faith and for which adequate reserves are maintained on the books of the Borrower in accordance with GAAP (which reserves shall be reasonably acceptable to the Lender). The foregoing shall not be deemed to limit the Credit Parties' obligations under Section 7.2(a) to provide the Lender with notice of the occurrence of any Default under this Agreement; and (he) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 7.2 shall be accompanied by a statement of a Designated Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Loan Parties will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) within five (5) Business Days after any Authorized Officer of a Loan Party knows of the occurrence of any a Default, the occurrence of such Default if and to the extent then continuing; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof in which the amount involved (not covered by an unaffiliated insurance carrier that could has not denied coverage) is greater than $10,000,000 and that, if adversely determined, would reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more, whether or which is not covered by insurance; (ed) within five (5) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having an aggregate value exceeding $5,000,000; (e) all amendments to the Term Loan Agreement, together with a value in excess copy of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all each such leased locations or public warehousesamendment; (f) simultaneously with within two (2) Business Days after the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e)occurrence thereof, a list of counterparties under each Swap Agreement entered into by any Loan Party and entering into a listing Swap Agreement or an amendment thereto, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendment; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000a Material Adverse Effect; and (h) within ten (10) days after receipt thereof, copies of any other development that results in, or could reasonably be expected Form FDA-483 and all responses to result in, a Material Adverse EffectForm FDA-483 observations. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon a Loan Party obtaining knowledge thereof, the occurrence of any Default; (b) receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that could (i) such Loan Party reasonably be expected expects to have a Material Adverse Effectresult in uninsured damages in excess of $1,000,000, (ii) such Loan Party reasonably expects to result in injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000, or (vii) involves any material product recall; (c) upon a Loan Party obtaining knowledge thereof, any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all payment default notices and any material default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses250,000 is located; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty[Intentionally Omitted]; (g) within two Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000500,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.; and (j) any change in the information provided in any Beneficial Ownership Certification delivered to such Lender 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 statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws to the extent such results in, or could reasonably be expected to have result in, a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $500,000, or (vii) involves any product recall other than rework and warranty work in the ordinary course of business; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within five Business Days after receipt thereof); (f) simultaneously all material amendments to material contracts and any documents evidencing any Material Indebtedness, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (h) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000500,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Senior Officer or other executive officer of 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.

Notices of Material Events. The Borrowers Borrower and Holdings will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party or Subsidiary that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $1,000,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $500,000.00, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 1,000,000.00 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two (2) Business Days after receipt thereof); (f) simultaneously all material amendments to any Material Agreement together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,000500,000.00; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower or any litigation or proceeding commenced or threatened against any Loan Party Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event (or comparable event with respect to a Foreign Pension Plan) that, alone or together with any other ERISA Events (or comparable events with respect to a Foreign Pension Plan) that have occurred, could reasonably be expected to result in liability of the Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,000; (d) any change in the 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; (e) (i) the occurrence of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to the Borrower, its ERISA Affiliates or any of their Subsidiaries and (ii) if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator, in each case that could reasonably be expected to have a Material Adverse Effect; and (hf) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following:: 108 (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000, or (vii) involves any product recall; (c) incurrence of any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 2,500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (f) simultaneously all material amendments to the agreements and contracts listed on Schedule 3.12, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days); (h) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,0001,000,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer Responsible Officer of each of the Borrower Representative Representatives setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers Borrower Representative will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; ; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that could reasonably be expected (i) seeks damages in excess of $2,500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets and involves an amount in excess of $2,500,000, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to have a Material Adverse Effect; impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $2,500,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; Collateral with an value or in an amount in excess of $1,000,000; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 1,000,000 or more, whether or not covered by insurance; ; (e) within five two (2) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having with a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; is located; (f) simultaneously all material amendments to any Material Agreement, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect amendment, if such amendment could reasonably be determined to all Swap Agreements then outstanding with each such counterparty; be materially disadvantageous to the Lenders; (g) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,0002,500,000; and (h) within five Business Days following receipt thereof, copies of all notifications received by any Loan Party, whether pursuant to the UCC, the FSA, PACA or a State Agricultural Law, or otherwise, and whether sent by a seller of farm products, a lender to such seller, the Secretary of State of any state or any other development that results inPerson (including, or could reasonably be expected to result inwithout limitation, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer broker or other executive officer of 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.third party intermediary), of

Notices of Material Events. The Borrowers and Holdings will furnish to the Administrative Agent, Agent for distribution to the Multicurrency Administrative Agent and each Lender Lenders prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief that has, or would be reasonably be expected likely to have have, a Material Adverse Effect, (iii) is asserted or instituted against any Pension Plan, its fiduciaries or its assets that has, or would be reasonably likely to have, a Material Adverse Effect, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws that has, or would be reasonably likely to have, a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000, or (vii) involves any product recall involving Collateral having a value in excess of $1,000,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five two Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any Distribution Center or any other leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouseslocated; (f) simultaneously with the delivery of all material amendments to any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty lease with respect to all Swap Agreements then outstanding any Distribution Center or any product and brand licensing agreement, together with a copy of each such counterpartyamendment; (g) within two Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) the occurrence of any ERISA Event, Canadian Pension Event, or Foreign Pension Event that, alone or together with any other ERISA Events, Canadian Pension Events or Foreign Pension Event that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,0005,000,000; (i) within two Business Days of receipt thereof, any and all default notices received under or with respect to any product and brand licensing agreement; (j) within two Business Days after receipt thereof, any notice received with respect to any alleged default by any Borrower, Canada Sub or Riviera Sun under, breach by any Borrower, Canada Sub or Riviera Sun of, or failure of any Borrower, Canada Sub or Riviera Sun to comply with the terms of, a Material License Agreement; (k) within two Business Days after the occurrence thereof, the sale transfer or assignment of any Account to the Factor under any Factoring Agreement; (l) all material modifications, amendments, supplements or side letters relating to the CIT CARPA or any other Factoring Agreement (it being understood that any modification, amendment, supplement or side letter changing any fees, interest or commissions charged by Factor under the Factoring Agreements or extends the term of the Factoring Agreements shall not be a material modification, amendment, supplement or side letter on the basis of such change); (m) within two Business Days after the occurrence thereof, any Restricted Payment in accordance with Section 6.08(c), (d) or (e); and (hn) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that could reasonably be expected (i) seeks damages in excess of $1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to have a Material Adverse Effectimpose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party in excess of $1,000,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances or other Liens permitted hereby) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five three (3) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess agreements relating to the Vessels which could reasonably be expected to materially interfere with the continued operation of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehousesVessels; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $20,000,0001,000,000; (g) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendment (h) any Major Casualty; (i) any occurrence as a result of which a Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss; (j) any withdrawal of class or threat or notice of withdrawal of class by a classification society; (k) any arrest or attachment of a Vessel, or any requisition of that Vessel for hire; (l) any claim in relation to a Vessel that exceeds or would reasonably be expected to exceed $1,000,000; (m) any material claim for Environmental Liability made against a Loan Party or in connection with a Vessel owned by it, or any material Environmental Incident; (n) any legal or administrative action taken by any Sanctions Authority against or affecting any Vessel; (o) any material claim for breach of the ISM Code or the ISPS Code being made against any Loan Party, an Approved Manager or otherwise in each case in connection with a Vessel; or (p) any other matter, event or incident, actual or threatened, the effect of which will or could reasonably be expected to lead to the ISM Code or the ISPS Code, to the extent applicable, not being complied with; and (hq) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each such notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth include the details of the event or development requiring such notice and and, to the extent not prohibited by any Requirement of Law, any action taken or a discussion of proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers U.S. Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief that, if successful, would reasonably be expected to result in costs or liabilities (or negatively impact the value of such Loan Party's property) in excess of $5,000,000, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets which would reasonably be expected to result in costs or liabilities in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which resolution or remedy would be reasonably expected to result in costs or liabilities in excess of $5,000,000; or (vi) involves any product recall to the extent such action could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted EncumbrancesLiens) or claim made placed on or asserted against any material portion of the Collateral; (d) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $5,000,000; (e) the opening of any new deposit account (other than a payroll or trust account or ▇▇▇▇▇ cash accounts to the extent the aggregate of deposits in all ▇▇▇▇▇ cash accounts do not exceed $125,000) by any Loan Party with any bank or other financial institution; (f) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 20,000,000 or more, whether or not covered by insurance; (eg) within five Business Days as and when known by a Financial Officer or other senior officer of receipt thereof and no earlier than after passage of any applicable cure perioda Loan Party, any and all default notices received under or with respect to any leased location or public warehouse where material Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two (2) Business Days after knowledge thereof); (fh) simultaneously with any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the delivery Borrowers or any of any Borrowing Base Certificate pursuant their Subsidiaries in a manner which could reasonably be expected to Section 5.01(e), have a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyMaterial Adverse Effect; (gi) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000a Material Adverse Effect; and (hj) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the U.S. 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.

Notices of Material Events. The Borrowers will Teva and/or the Borrower shall furnish to the Administrative Agent, Bank and the Multicurrency Administrative Agent and each relevant 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 DefaultDefault under any Loan Document, which notice shall be provided no later than 5 Business Days after any executive or Financial Officer of Teva or the Borrower becomes aware of the same; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower or any litigation or proceeding commenced or threatened against any Loan Party that other member of the Teva Group that, if adversely determined, could reasonably be expected to have a Material Adverse EffectEffect and, promptly upon request (but in any event within 5 Business Days after the filing or commencement thereof), material documents and information in connection therewith; (c) any Lien one or more judgments, orders or awards (other than Permitted Encumbrancesor any settlement of any claim that, if breached, could result in a judgment, order or award) having been rendered against Teva or claim made any of its Subsidiaries for the payment of money exceeding $50,000,000 individually or asserted against any material portion of in the Collateralaggregate; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event (as defined in the Loan Documents) with respect to Teva or any of its Subsidiaries that, alone or together with any all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; anda Material Adverse Effect; (he) any investigation, circumstance, development or other development matter that results in, or could reasonably be expected to result in, a Material Adverse Effect, which notice shall be provided to the relevant Lender no later than 5 Business Days after any officer of Teva or any of its Subsidiaries becomes aware of the same; (f) except with respect to any matters disclosed in the quarterly reports constituting Public Filings that were filed by Teva or ▇▇▇▇ for any period after the fiscal year ended December 31, 2007, the occurrence of any Environmental Event with respect to Teva or any of its Subsidiaries that, alone or together with any other Environmental Events with respect to Teva or any of its Subsidiaries that have occurred, could reasonably be expected to have a Material Adverse Effect, which notice shall be provided to the Administrative Agent, BLITA and each Lender no later than five Business Days after any officer of Teva becomes aware of the same; and (g) the filing of each certificate of merger in connection with the Merger and the Subsequent Merger with the Secretary of State of Delaware. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative appropriate Teva Group member setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers Borrower Representative will furnish to the Administrative AgentAgent (which shall post such notices to the other Lender Parties) prompt written notice, accompanied by a statement of a Financial Officer or other executive officer of the Multicurrency Administrative Agent Borrower Representative setting forth in reasonable detail the nature of the event or development requiring such notice and each Lender prompt (but in any event within any time period that may action taken or proposed to be specified below) written notice taken with respect thereto, of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened against any Loan Party that (i) could reasonably be expected to have result in a Material Adverse EffectEffect (including any such litigation or proceeding (A) seeking injunctive relief or (B) that is asserted or instituted against any Plan, its fiduciaries or its assets) or (ii) alleges criminal misconduct by the Company or the Subsidiaries; (c) any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more; (d) any damage, destruction or other casualty event involving the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all written notices of default notices received by the Company or the Subsidiaries under or with respect to any leased location or public warehouse where Collateral is located having with a fair market value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses5,000,000; (f) simultaneously to the extent not provided pursuant to Section 5.01(i), all (i) amendments to the Mexican Credit Facility, and (ii) material amendments to the Material Agreements, together with a copy of each such amendment; (g) concurrently with the delivery of any each Borrowing Base Certificate pursuant to Section 5.01(e5.01(f), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty reconciliation with respect to all the Swap Agreements then outstanding with each such counterpartyObligations that constitute Secured Obligations; (gh) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,00025,000,000, any such notice to be delivered concurrently with the delivery of a quarterly compliance certificate under Section 5.01(c); (i) receipt by the Loan Parties of any notice or notices (or amendment to any previous notice) under PACA, PSA or other similar Requirements of Law (in each case, other than any such notice consisting solely of a provision in the applicable invoice relating thereto reserving a seller’s rights under such acts), in respect of claims in an aggregate amount at any one time outstanding for all such notices of $25,000,000 or more, to preserve the benefits of any trust applicable to any assets of any Loan Party under the provisions of PACA, PSA or other similar Requirements of Law (and the Loan Parties shall provide, or shall cause to be provided, promptly to the Administrative Agent a true, correct and complete copy of such notice or notices (or amendment), as the case may be, and other information delivered in connection therewith), any such notice to be delivered concurrently with the delivery of a quarterly compliance certificate under Section 5.01(c); (j) any change in respect of the Disclosed Matters that could reasonably be expected to result in a Material Adverse Effect; (i) any portion of the Specified Property that was designated as “for sale” is no longer for sale or actively being sold or (ii) any portion of the Specified Property that was designated as idled becomes operational; (l) the occurrence of any event described in Section 3.06, 3.07(b) or 3.07(c), in each case as and when any such notice is required to be delivered pursuant to each Section; (m) concurrently with the delivery of each quarterly compliance certificate pursuant to Section 5.01(c), (i) any claim with respect to a material Environmental Liability, (ii) any Loan Party becoming aware of any environmental condition existing at any property owned, leased or subleased by the Loan Parties or the Subsidiaries, or arising out of the operation of their businesses, that provides a basis for any material Environmental Liability, or (iii) any material governmental investigation or any material governmental or other litigation or proceeding being commenced or threatened against any Loan Party that is asserted or instituted against any Plan, its fiduciaries or its assets; and (hn) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but and in any event within any time period that may be specified belowtwo (2) Business Days) written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party that or any Affiliate thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) material change in accounting or claim made financial reporting practices by any Borrower or asserted against any material portion of Subsidiary, including without limitation the Collateralmanner in which equipment is depreciated; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries Loan Parties in an aggregate amount exceeding $20,000,000; and2,500,000; (e) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (f) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (g) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral having an aggregate value in excess of $2,500,000 is located; (h) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (i) any amendment, supplement or other modification of any Second Lien Notes Documents or any floor plan financing, together with a fully executed copy of such amendment, supplement or modification; (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (k) any change in the 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. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $2,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any Environmental Law or seeks remedies in connection with any Environmental Law, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $2,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 1,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within two Business Days after receipt thereof); (f) simultaneously with the delivery all material amendments to any material agreement of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by Parties, together with a copy of each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) the fact that a Loan Party has entered into a Hedging Agreement or an amendment to a Hedging Agreement, together with copies of all agreements evidencing such Hedging Agreement or amendments thereto (which shall be delivered within two Business Days after the execution thereof); (h) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,0002,000,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the each Borrower Representative setting forth the details of the event or development requiring requiting such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect(i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000, or (vii) involves any material product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five Business Days any notice of receipt thereof and no earlier than after passage default giving right of any applicable cure period, any and all default notices termination received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in (which shall be delivered within five (5) Business Days after receipt thereof at the aggregate across all such leased locations or public warehousesBorrower’s corporate offices); (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,0005,000,000; and (hg) any other development event or occurrence that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Company will furnish to the Administrative Agent, the Multicurrency Administrative Agent and (for distribution to each Lender prompt (but in any event within any time period that may be specified belowLender) written notice of the following, promptly after a Responsible Officer of the Company obtains actual knowledge thereof: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Company or any litigation or proceeding commenced or threatened against any Loan Party that Subsidiary thereof that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 7,500,000 or more, whether or not covered by insurance; (ed) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Inventory constituting Collateral is located having with a value in excess of $500,000 in respect 2,500,000 is located; (e) all amendments to theany Term LoanLoans/Notes Agreement, together with a copy of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all each such leased locations or public warehousesamendment; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000a Material Adverse Effect; and (hg) any other development that results in, or could reasonably be expected to result in, 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 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. Information required to be delivered pursuant to clause (b), (e), (f) and (g) of this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly, current or other reports containing such information, is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another website identified in a notice from the Company and accessible by the Lenders without charge; or (iii) posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Notices of Material Events. The Borrowers Each Obligor will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) Lender, promptly after obtaining knowledge of same, written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party matter that has resulted or, to a Responsible Officer’s knowledge, could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries Borrower Group in an aggregate amount exceeding $20,000,000; and500,000; (d) the assertion of any Environmental Claim by any Person against, or with respect to the activities of, any Obligor or any Subsidiary thereof 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 could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; (e) any Disposition, Casualty Event, Equity Issuance or incurrence of Indebtedness that would require a mandatory prepayment under Section 3.04 (excluding Dispositions pursuant to Section 8.04); (f) any material change in accounting policies or financial reporting practices by the Borrower Group; (g) promptly after the furnishing thereof, copies of any default notices, amendments, waivers, reservation of rights notices, or other material statements furnished to or by any holder of Material Indebtedness or Subordinated Debt of any Obligor or of any of the Borrower’s Subsidiaries pursuant to the terms of any promissory note, indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Administrative Agent pursuant to Section 7.01 or any other clause of this Section 7.02; (h) the receipt of any other development that results in, or could reasonably be expected to result in, a notice from any Person under any Material Adverse EffectContract alleging any material default thereunder. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative or applicable Obligor setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrowers Each Loan Party will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence existence of any Default;; 92 US 4894648v.16 (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Restricted Subsidiary that could (i) seeks damages in excess of $30,000,000, (ii) seeks injunctive relief which would reasonably be expected to have result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets which reasonably would be expected to result in a liability in excess of $30,000,000, (iv) alleges criminal misconduct by any Loan Party or any Restricted Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability in each case in excess of $30,000,000 or (vi) asserts liability on the part of any Loan Party or any Restricted Subsidiary in excess of $30,000,000 in respect of any tax, fee, assessment, or other governmental charge; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 30,000,000 or more, whether or not covered by insurance; (ed) within five ten (10) Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located; (e) all material amendments to any Material Indebtedness or the Omnibus Agreement, together with a copy of each such amendment; provided that the Borrower shall be deemed to have furnished the information required by this clause (e) if APLP shall have timely made the same available on “▇▇▇▇▇” (or any successor thereto) and/or on its home page on the worldwide web (currently located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehousesat ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇); (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event or any other event or condition with respect to a Plan, Multiemployer Plan or retiree medical benefit arrangement that, alone or together with any other ERISA Events or other events or conditions that have occurred, could reasonably be expected to result in liability of the Borrowers APLP and their its Restricted Subsidiaries in an aggregate amount exceeding $20,000,00030,000,000; and (hg) any other development that results inresults, or could reasonably be expected to result inresult, in a Material 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 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.

Notices of Material Events. The Borrowers will Borrower will, upon knowledge thereof by a Financial Officer or other executive officer, furnish to the Administrative Agent, Agent for distribution to the Multicurrency Administrative Agent and each Lender Lenders prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower or any litigation or proceeding commenced or threatened against any Loan Party Subsidiary thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers Borrower and their Subsidiaries its ERISA Affiliates in an aggregate amount exceeding $20,000,000that could reasonably be expected to result in a Material Adverse Effect; (d) details of any material breach of the terms of the Target Acquisition Documents or any material claim made by or against the Borrower, or, to the best of its knowledge and belief (having made all reasonable enquiries), pending or threatened, under the terms of the Target Acquisition Documents; and (he) any other development that results in, or could reasonably be expected to result in, a Material 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 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. Information required to be delivered pursuant to clause (b) of this Section 5.02 shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and (for distribution to 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 Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $25,000,000, (ii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets an amount in excess of $15,000,000, (iii) alleges criminal misconduct by any Loan Party, (iv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $25,000,000, or (v) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against any material portion Collateral having a value in excess of the Collateral$10,000,000; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 10,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses10,000,000 is located; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,00015,000,000; and (hg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice Information required to be delivered under pursuant to Section 5.01 or this Section 5.02 shall be accompanied deemed to have been delivered if such information, or one or more annual, quarterly or current reports containing such information, shall have been posted by the Administrative Agent on a statement SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available (the “Platform”) on the website of the Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or on the website of Holdings. Information required to be delivered pursuant to Section 5.01 or this Section 5.02 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on the Platform and (b) certain of the Lenders (each, a Financial Officer “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other executive officer market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Loan Party Materials “PUBLIC,” the Borrower Representative setting shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties for purposes of United States Federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute “Information” (as defined in Section 9.12), they shall be treated as set forth the details in Section 9.12); (y) all Loan Party Materials marked “PUBLIC” are permitted to be made available through a portion of the event or development requiring such notice Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any action taken or proposed to be taken with respect theretoLoan Party 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 Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the followingfollowing upon becoming aware thereof: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (x) in the case of Holdings, could reasonably be expected to have a Material Adverse Effect or (y) in the case of the other Loan Parties (i) seeks damages in excess of $500,000, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, and involves a claim in excess of $500,000, (iv) alleges criminal misconduct by such Loan Party, (v) alleges the violation of any material law regarding, or seeks remedies in excess of $500,000 in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $250,000, or (vii) involves any product recall that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim (other than routine claims in the ordinary course of business) made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses(which shall be delivered within five Business Days after receipt thereof); (f) simultaneously all material amendments to the Auburn Hills Lease, the Mexican Lease or the Ex-Im Documents, together with the delivery a copy of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyamendment; (g) [Reserved] (h) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000500,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon a Loan Party obtaining knowledge thereof, the occurrence of any Default; (b) receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that could (i) such Loan Party reasonably be expected expects to have a Material Adverse Effectresult in uninsured damages in excess of $1,000,000, (ii) such Loan Party reasonably expects to result in injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000, or (vii) involves any material product recall; (c) upon a Loan Party obtaining knowledge thereof, any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure periodthereof, any and all payment default notices and any material default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses250,000 is located; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty[Intentionally Omitted]; (g) within two Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000500,000; and (hi) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower Representative will furnish to the Administrative AgentAgent (which shall post such notices to the other Lender Parties) prompt written notice, accompanied by a statement of a Financial Officer or other executive officer of the Multicurrency Administrative Agent Borrower Representative setting forth in reasonable detail the nature of the event or development requiring such notice and each Lender prompt (but in any event within any time period that may action taken or proposed to be specified below) written notice taken with respect thereto, of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened against any Loan Party that (i) could reasonably be expected to have result in a Material Adverse EffectEffect (including any such litigation or proceeding (A) seeking injunctive relief or (B) that is asserted or instituted against any Plan, its fiduciaries or its assets) or (ii) alleges criminal misconduct by the Company or the Subsidiaries; (c) any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 25,000,000 or more; (d) any damage, destruction or other casualty event involving the Collateral in the amount of $25,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all written notices of default notices received by the Company or the Subsidiaries under or with respect to any leased location or public warehouse where Collateral is located having with a fair market value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses5,000,000; (f) simultaneously to the extent not provided pursuant to Section 5.01(i), all (i) amendments to the Mexican Credit Facility, and (ii) material amendments to the Material Agreements, together with a copy of each such amendment; (g) concurrently with the delivery of any each Borrowing Base Certificate pursuant to Section 5.01(e5.01(f), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty reconciliation with respect to all the Swap Agreements then outstanding with each such counterpartyObligations that constitute Secured Obligations; (gh) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,00025,000,000, any such notice to be delivered concurrently with the delivery of a quarterly compliance certificate under Section 5.01(c); (i) receipt by the Loan Parties of any notice or notices (or amendment to any previous notice) under PACA, PSA or other similar Requirements of Law (in each case, other than any such notice consisting solely of a provision in the applicable invoice relating thereto reserving a seller’s rights under such acts), in respect of claims in an aggregate amount at any one time outstanding for all such notices of $25,000,000 or more, to preserve the benefits of any trust applicable to any assets of any Loan Party under the provisions of PACA, PSA or other similar Requirements of Law (and the Loan Parties shall provide, or shall cause to be provided, promptly to the Administrative Agent a true, correct and complete copy of such notice or notices (or amendment), as the case may be, and other information delivered in connection therewith), any such notice to be delivered concurrently with the delivery of a quarterly compliance certificate under Section 5.01(c); (j) any change in respect of the Disclosed Matters that could reasonably be expected to result in a Material Adverse Effect; (k) the occurrence of any event described in Section 3.06, 3.07(b) or 3.07(c), in each case as and when any such notice is required to be delivered pursuant to each Section; (l) concurrently with the delivery of each quarterly compliance certificate pursuant to Section 5.01(c), (i) any claim with respect to a material Environmental Liability, (ii) any Loan Party becoming aware of any environmental condition existing at any property owned, leased or subleased by the Loan Parties or the Subsidiaries, or arising out of the operation of their businesses, that provides a basis for any material Environmental Liability, or (iii) any material governmental investigation or any material governmental or other litigation or proceeding being commenced or threatened against any Loan Party that is asserted or instituted against any Plan, its fiduciaries or its assets; and (hm) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and (for distribution to 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 Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have result in a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion all amendments to the ABL Credit Facility, together with a copy of the Collateraleach such amendment; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000a Material Adverse Effect; and (he) any other development that results inresults, or could reasonably be expected to result inresult, in a Material 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 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. Information required to be delivered pursuant to clause (b), (c) and (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information, is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted or the Borrower provides a link thereto on h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇; or (iii) posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify (which may be by telecopy or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Notices of Material Events. The Borrowers Borrower will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the followingfollowing events and circumstances promptly after any Financial Officer becomes aware of any such event or circumstance: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected (i) seeks damages in excess of $5,000,000 and is not fully covered by insurance as to have a Material Adverse Effectwhich the relevant insurance company has not disputed coverage, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the material violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000, or (vii) involves any product recall having an aggregate value in excess of $5,000,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouseslocated; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), fact that a list of counterparties under each Loan Party has entered into a Swap Agreement entered into by any Loan Party and or an amendment to a listing Swap Agreement, together with copies of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each all agreements evidencing such counterparty with respect to all Swap Agreements then outstanding with each such counterpartyAgreement or amendments thereto; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $20,000,0005,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material 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 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.

Notices of Material Events. The Borrowers will furnish Borrower shall give to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice after becoming aware of any of the following: (a) the occurrence of any Default or Event of Default, including a description of the same in reasonable detail; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced the commencement (or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (ccommencement in writing) any Lien (other than Permitted Encumbrances) of all material legal or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, arbitral proceedings whether or not covered by insuranceinsurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (gc) 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 (i) the Borrowers and Borrower Parties or any of their Subsidiaries ERISA Affiliates (excluding the Operating Partnership) in an aggregate amount exceeding $20,000,0001,000,000 or (ii) the Operating Partnership or any of its ERISA Affiliates in an aggregate amount exceeding $5,000,000; (d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default; (e) copies of any material notices or documents pertaining to or related to the Projects or the Borrower received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent; (f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and (hg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial an Authorized Officer or other executive officer of the Borrower Representative setting forth forth, in reasonable detail, the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.