Common use of Special Information Clause in Contracts

Special Information. The Company also covenants that within 5 Business Days after any Responsible Officer obtains knowledge of: (a) an Event of Default or Default, (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, (c) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds $5,000,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 as soon as practicable but in no event later than five Business Days after any Responsible Officer obtains knowledge of: (ai) an Event of Default or Default,; (bii) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (ciii) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds $5,000,000; (eiv) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (fv) any (ia) Environmental Liabilities, (iib) pending, threatened or anticipated Environmental Proceedings, (iiic) Environmental Notices, (ivd) Environmental Judgments and Orders, or (ve) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect; or (gvi) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (ia) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (iib) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iiic) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days immediately after any Responsible Officer obtains actual knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds $5,000,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or; (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; or (h) any material modification of any Rheem Agreement; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days immediately after any Responsible Officer obtains actual knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiaryof its Subsidiaries, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt Indebtedness for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary of its Subsidiaries is liable, exceeds $5,000,000250,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 10 Business Days after any Responsible Officer obtains knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiary, which which, if determined adversely, reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds exceed $5,000,0001,000,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which Properties, which, in any such case, reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (gf) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has having given or is being required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has having delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has having failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder Sanifill an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days immediately after any Responsible Officer obtains actual knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds exceed $5,000,000250,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days immediately after any Responsible Officer obtains actual knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company ` and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds exceed $5,000,000250,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days after any Responsible Officer obtains knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds exceed $5,000,0002,000,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days immediately after any Responsible Officer obtains actual knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against or commenced against, or to the knowledge of the Company, affecting the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, Material Adverse Effect or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds $5,000,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on Material Adverse Effect; (g) the businessoccurrence of any other event that results in, operations or financial condition could 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 Company and its SubsidiariesSubsidiaries in an aggregate amount exceeding $1,000,000; (i) any change in the fiscal year of the Company or any Subsidiary, taken as except to change the fiscal year of a wholeSubsidiary to conform its fiscal year to that of the Company; or (gj) with respect to any Plan that is subject to the funding requirements occurrence of Section 302 of ERISA or Section 412 each of the Codefollowing: (i) any request for a material amendment, modification or waiver of any of the terms contained in any Major Distribution Agreement which, if granted, would result in, or could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a copy (if available) or summary of the terms of the proposed amendment, modification or waiver; (ii) written notice from the manufacturer or supplier under any Major Distribution Agreement of any default or event of default, or the assertion by any party thereto of the occurrence of a default or event of default, under any such Major Distribution Agreement that results in, or could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a copy of any summary of the circumstances relating thereto, and an explanation of what action, if any, the Company (i) has given or is required intends to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred take with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or thereto; and (iii) has failed the assertion by any Person, whether in a proceeding before a Governmental Authority or otherwise, that any Major Distribution Agreement is void, invalid, unenforceable or subject to make timely rejection, avoidance, rescission or reformation in any material respect which, if successful, would result in, could reasonably be expected to result in, a contribution Material Adverse Effect, which notice shall be accompanied by a summary of the circumstances relating to such assertion together, if applicable, with copies of any pleadings or other submissions made to any Governmental Authority relating to such Planassertion; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 as soon as practicable but in no event later than five Business Days after any Responsible Officer obtains knowledge of: (ai) an Event of Default or Default,; (bii) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (ciii) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds $5,000,000; (eiv) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (fv) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect; or (gvi) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days immediately after any Responsible Officer obtains actual knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiaryof its Subsidiaries, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt Indebtedness for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is of its Subsidiaries liable, exceeds $5,000,000250,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s Certificate specifying the nature and period of existence thereof and what action the Company or the such Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days immediately after any Responsible Officer obtains actual knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against or commenced against, or to the knowledge of the Company, affecting the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, Material Adverse Effect or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds $5,000,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on Material Adverse Effect; (g) the businessoccurrence of any other event that results in, operations or financial condition could 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 Company and its Subsidiaries, taken as a wholeSubsidiaries in an aggregate amount exceeding $1,000,000; or (gi) with respect to any Plan that is subject to change in the funding requirements of Section 302 of ERISA or Section 412 fiscal year of the CodeCompany or any Subsidiary, except to change the Company (i) has given or is required fiscal year of a Subsidiary to give notice conform its fiscal year to that of the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such PlanCompany; the Company will deliver to each Significant Holder an Officer’s Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days after any Responsible Officer obtains knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds exceed $5,000,0001,000,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.

Special Information. The Company also covenants that within 5 Business Days after any Responsible Officer obtains knowledge of: (a) an Event of Default or Default,; (b) a material adverse change in the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole,; (c) legal proceedings filed against the Company and/or any Subsidiary, which reasonably could be expected to have a material adverse effect on the financial condition, business or operations of the Company and its Subsidiaries, taken as a whole, or which in any manner draws into question the validity of or reasonably could be expected to impair the ability of the Company to perform its obligations under this Agreement or the Notes; (d) a default under any agreement or note evidencing Debt for which the Company or any Subsidiary is liable, which individually or in the aggregate with all other agreements and notes in default for which the Company or any Subsidiary is liable, exceeds exceed $5,000,0003,500,000; (e) the occurrence of any other event that reasonably could be expected to impair the ability of the Company to meet its obligations hereunder; (f) any (i) Environmental Liabilities, (ii) pending, threatened or anticipated Environmental Proceedings, (iii) Environmental Notices, (iv) Environmental Judgments and Orders, or (v) Environmental Releases at, on, in, under or in any way affecting the Properties which reasonably could be expected to have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole; or (g) with respect to any Plan that is subject to the funding requirements of Section 302 of ERISA or Section 412 of the Code, the Company (i) has given or is required to give notice to the Pension Benefit Guaranty Corporation that a material reportable event has occurred with respect to such Plan, (ii) has delivered notice to the Pension Benefit Guaranty Corporation of any intent to withdraw from or terminate any such Plan, or (iii) has failed to make timely a contribution to any such Plan; the Company will deliver to each Significant Holder an Officer’s 's Certificate specifying the nature and period of existence thereof and what action the Company or the Subsidiary has taken, is taking or proposes to take with respect thereto.