Common use of Litigation and Other Notices Clause in Contracts

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the same: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly after (and, in any officer event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the Company or any Subsidiary becomes aware of the same:occurrence thereof): (a) knowledge of the occurrence of any Event of Default or Unmatured the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the any Company or any Subsidiary which Affiliate thereof that has had had, or would likely have could reasonably be expected to result in, a Material Adverse Effect on Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the Companyother Transactions; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted, or would likely havecould reasonably be expected to result, in a Material Adverse Effect on the CompanyEffect; (d) the issuance occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintinsurance); (e) the occurrence of any Reportable ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any Plan and the action which is proposed to be taken other ERISA Events or any events with respect theretoto Canadian Pension Plans or Foreign Plans that have occurred, together with a copy could reasonably be expected to result in liability of the notice of such Reportable Event to the PBGC;Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and (f) the receipt by any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial notice of any Environmental Claim, Release or administrative proceeding relating violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to healthresult, safety in an Environmental Claim, Release or environmental matters (i) in which an adverse determination a violation of or result could result liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the revocation of or aggregate, have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by not subjected and could not be reasonably be expected to subject the Company or any Subsidiary which are material Companies collectively to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiaryliabilities exceeding $10,000,000.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each BankLender, promptly after any Responsible Officer of the Borrower or any Subsidiary obtains knowledge thereof, written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) not later than five (5) Business Days after receipt of official written notice, the filing or commencement of, or receipt of (to the extent permitted by law, rule or regulation) any threat or notice of intention of any person to file or commence, any investigation, action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) within five (5) Business Days thereof, the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, have a Material Adverse Effect on the CompanyEffect; (d) the issuance by not later than five (5) Business Days after receipt of official written notice, any Governmental Authority of any injunction, order, decision or other restraint prohibitingdevelopment that has resulted in, or having could reasonably be expected to result in, an Exclusion Event, including any notice by the effect OIG of prohibitingexclusion or proposed exclusion of the Borrower or any Subsidiary from any Medical Reimbursement Program in which it participates, the Loans or Letters of Creditand any other development that has resulted in, or the initiation of any litigation or similar proceeding seeking any such injunctioncould reasonably be expected to result in, order or other restrainta Material Adverse Effect; (e) the occurrence not later than five (5) Business Days after receipt of official written notice, commencement of any Reportable Event material audit of the Borrower or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Borrower or any Subsidiary, in each case, that could reasonably be expected to result in a suspension, revocation or termination of any material contract of the Borrower or any Subsidiary with respect to Medicaid or Medicare, including any Plan and the action which is proposed such contract to be taken with respect theretoa Medicare Advantage Organization, together with a copy of the notice of such Reportable Event in each case to the PBGC;extent such suspension, revocation or termination is material to the Borrower and its Subsidiaries taken as a whole; and (f) any violation as to any environmental matter receipt by the Company Borrower or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the extent such suspension or forfeiture is material to the Borrower and its Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse determination report issued by any regulatory authority, including any HMO Regulator, or result private insurance company pursuant to a material provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the revocation suspension or forfeiture of or have a material adverse effect on any operating permitscertification, air emission permitslicense, water discharge permitspermit, hazardous waste permits authorization or other permits held by approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the Company termination of any insurance or reimbursement program then available to any Subsidiary which are HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the operations of the Company or such SubsidiaryBorrower and its Subsidiaries, or (ii) which will or threatens to impose taken as a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarywhole.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after upon any officer of the Company or any Subsidiary becomes aware of the sameLoan Party’s knowledge thereof: (a) the occurrence of any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof, the date of occurrence thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written (including by email or other electronic means) threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings, the Company or any Subsidiary, including without limitation any development Borrower and its Subsidiaries in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Companyan aggregate amount exceeding $1,000,000; (d) the issuance by any Governmental Authority of any injunction, order, decision development or other restraint prohibitingevent that has resulted in, or having the effect of prohibitingcould reasonably be expected to result in, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) any default or event of default (in each case, after taking into account applicable cure or grace periods) under any Contractual Obligation (other than the occurrence Loan Documents) of Holdings, the Borrower or any Reportable Event with respect of their respective Subsidiaries that would reasonably be expected to any Plan and the action which is proposed to be taken with respect thereto, together with have a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as notices of default received by any Loan Party from, or notices of default furnished to, any holder which is not an Affiliate of Holdings of Material Indebtedness and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any environmental matter by the Company or any Subsidiary or the commencement other clause of any judicial or administrative proceeding relating to health, safety or environmental matters this Section 5.05 (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationtogether with copies thereof); orand (g) the issuance any damage or destruction to Collateral that is reasonably and in good faith determined by any Governmental Authority Borrower to be in an amount in excess of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary$1,000,000.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) to the extent required to be disclosed by Securities Laws: (i) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrowers or any Subsidiary which has had Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (ii) (x) the occurrence of any ERISA Event that, alone or would likely together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect on and (y) the Companyoccurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrowers or the applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of its financial officer setting forth the details as to such ERISA Event(s) or Foreign Benefit Event(s) (as applicable) and the action, if any, that such entity proposes to take with respect thereto; (iii) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (iv) the occurrence of any material fraud that involves management employees who have a significant role in the internal controls over financial reporting of the Loan Parties, in each case, as described in Securities Laws; (c) any development affecting change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by ▇▇▇▇▇’▇ or relating to in the Company ratings of the Term Loan Facility by S&P or ▇▇▇▇▇’▇, or any Subsidiarynotice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadeach case with negative implications, or would likely haveits cessation of, a Material Adverse Effect on or its intent to cease, rating the CompanyLead Borrower or the Term Loan Facility; (d) any change in the issuance by Fiscal Year of the Parent or any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;its Subsidiaries; and (e) any material change in the occurrence status or terms and conditions of use of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy material FCC License of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company Lead Borrower or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiaryits Restricted Subsidiaries.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Subsidiary of its subsidiaries as to which has had or would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any other development affecting or relating specific to the Company Borrower or any Subsidiary, including without limitation any development in litigation, of its subsidiaries that in the reasonable judgment is not a matter of the Company general public knowledge and that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, ordertogether with all other ERISA Events that have occurred, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintwould reasonably be expected to have a Material Adverse Effect; (e) the occurrence of any Reportable Event with respect to material change in accounting policies or financial reporting practices by any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC;Loan Party or any Subsidiaries thereof; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) degradation in advance rates under a Qualified Securitization Financing which an adverse determination or result could results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held Default under Section 6.10 as reasonably determined by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, Borrower in good faith or (ii) which will or threatens to impose a material liability an increase of more than 2.00% on the Company interest rate spread for the then existing Securitization Financing; provided further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such Subsidiary the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to any Person or which will require a material expenditure by the Company or pricing of such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryQualified Securitization Financing.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be expected to result in, (i) a Material Adverse Effect on or (ii) a failure to satisfy the Companycovenant set forth in Section 6.12 at any time; (d) any change in the issuance Borrower’s corporate rating by any Governmental Authority of any injunction, order, decision Moody’s or other restraint prohibitingS&P, or having the effect of prohibiting, the Loans or Letters of Creditany change in any Insurance Subsidiary’s rating by A.M. Best, or the initiation of any litigation or similar proceeding seeking notice from any such injunctionagency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, order as applicable, on a “CreditWatch” or other restraint“WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable; (e) the occurrence receipt of any Reportable Event notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with respect to any Plan all applicable laws and the action which is proposed to be taken with respect thereto, together with regulations and provide a copy of the notice of such Reportable Event to the PBGCnotice; (f) the receipt of any violation as to notice from any environmental matter by Governmental Authority of the Company institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any Subsidiary or the commencement request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice; (g) any material judicial or administrative proceeding relating to healthorder limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or (h) the receipt by any Material Insurance Subsidiary of any notice of termination, safety cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or environmental matters recapture of any Reinsurance Agreement that (i) in which an adverse determination occurs pursuant to a special termination or result could result in similar clause or is otherwise outside the revocation ordinary course of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, business or (ii) which will or threatens could reasonably be expected to impose have a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to The Borrowers will give the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans making of the Loans, or Letters invalidating, or having the effect of Creditinvalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) the occurrence filing or commencement of any Reportable Event with respect action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Plan Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (fd) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any violation as to development in the business or affairs of any environmental matter by the Company Borrower or any Subsidiary of its Subsidiaries which has had or the commencement of any judicial or administrative proceeding relating which is likely to healthhave, safety or environmental matters (i) in which an adverse determination or result could result in the revocation reasonable judgment of or have such Borrower, a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Lender written notice of the following promptly after (and, in any officer event, within three Business Days of the Company occurrence or any Subsidiary becomes aware of the same:obtaining knowledge thereof): (a) the institution of any Event action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Borrower, or any property of Borrower (collectively, “Proceedings”) not previously disclosed in writing by Borrower to Lender that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to Borrower to enable Lender and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon Lender or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims); (b) copies of all notices provided to Borrower pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness; (c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments; (d) the occurrence of any Default or Unmatured Event of Default; (e) the occurrence, or any Responsible Officer of Borrower obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of Borrower knows of such ERISA Event, a written notice specifying the nature and extent thereof and thereof, what actions Borrower or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the corrective action (if any) proposed to be taken Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (bf) at the filing or commencement of, or receipt request of notice of intention Lender following the occurrence of any person to file Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and (g) any other developments or commenceevents that, any action, suit or proceeding, whether at law individually or in equity or by or before any Governmental Authoritythe aggregate, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havereasonably be expected to result in, a Material Adverse Effect on the Company; Effect. Each notice pursuant to clauses (da) the issuance and (g) of this Section 5.02 shall be accompanied by any Governmental Authority a statement of any injunction, order, decision or other restraint prohibiting, or having the effect a Responsible Officer setting forth details of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect referred to any Plan therein and the stating what action which is proposed Borrower proposes to be taken take with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit suit, investigation or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had Affiliate thereof that could reasonably be expected to result in, individually or would likely have in the aggregate, a Material Adverse Effect on the CompanyEffect; (c) the occurrence of (i) any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000, (ii) the adoption of any new Plan by the Borrower or any SubsidiaryERISA Affiliate, including without limitation any development (iii) the adoption of an amendment to a Plan if such amendment results in litigation, that a material increase in the reasonable judgment of the Company has hadbenefits or unfunded liabilities, or would likely have, (iv) the commencement of contributions by the Borrower or any ERISA Affiliate to a Material Adverse Effect on the CompanyPlan or Multiemployer Plan; (d) the issuance by any Governmental Authority of any injunction, order, decision event or other restraint prohibitingoccurrence that has resulted in, or having could reasonably be expected to result in, individually or in the effect of prohibitingaggregate, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;a Material Adverse Effect; and (e) any change in the occurrence of any Reportable Event with respect to any Plan and Borrower’s corporate rating by S&P, in the action which is proposed to be taken with respect thereto, together with a copy Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter Credit Facilities by the Company S&P or ▇▇▇▇▇’▇, or any Subsidiary notice from either such agency indicating its intent to effect such a change or to place the Borrower or the commencement of any judicial Credit Facilities on a “CreditWatch” or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company “WatchList” or any Subsidiary which are material to the operations of the Company or such Subsidiarysimilar list, in each case with negative implications, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decisionits cessation of, or its intent to cease, rating the entry by Borrower or the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryCredit Facilities.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after (and, in any officer event, within three Business Days of the Company occurrence or any Subsidiary becomes aware of the same:obtaining knowledge thereof): (a) the institution of any Event action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting any Company, or any property of any Company (collectively, “Proceedings”) not previously disclosed in writing by Borrower to the Administrative Agent that would reasonably be expected to result in a Material Adverse Effect, or any material development in any such Proceeding, in each case together with such other information as may be reasonably available to the Loan Parties to enable the Administrative Agent and its counsel to evaluate such matters (to the extent delivery of such information will not violate any confidentiality obligations binding upon the Loan Parties or constitute a waiver of attorney client privilege and in any event excluding any information concerning Proceedings relating to workers’ compensation claims); (b) copies of all notices provided to any Company pursuant to any documents evidencing Material Indebtedness relating to material defaults and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Material Indebtedness; (c) the institution of any special or other assessments (other than ad valorem taxes) for public improvements or otherwise affecting any Real Estate, or any contemplated improvements to such Real Estate that would reasonably result in such special or other assessments; (d) the occurrence of any Default or Unmatured Event of Default; (e) the occurrence, or any Responsible Officer of a Loan Party obtaining knowledge of a forthcoming occurrence, of any ERISA Event and in any event within 10 days after any Responsible Officer of a Loan Party knows of such ERISA Event, a written notice specifying the nature and extent thereof and thereof, what actions the corrective affected Loan Party or ERISA Affiliate has taken, is taking or proposes to take with respect thereto and, when known, any action (if any) proposed to be taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; (bf) at the filing or commencement of, or receipt request of notice of intention the Administrative Agent following the occurrence of any person to file Event of Default, a complete and accurate list of the names and addresses of each Subcontractor; and (g) any other developments or commenceevents that, any action, suit or proceeding, whether at law individually or in equity or by or before any Governmental Authoritythe aggregate, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havereasonably be expected to result in, a Material Adverse Effect on the Company; Effect. Each notice pursuant to clauses (da) the issuance and (g) of this Section 5.02 shall be accompanied by any Governmental Authority a statement of any injunction, order, decision or other restraint prohibiting, or having the effect a Responsible Officer setting forth details of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect referred to any Plan therein and stating what action the action which is proposed relevant Loan Party proposes to be taken take with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender written notice of the following promptly after (and, in any officer of the Company or event, within three Business Days following any Subsidiary becomes aware of the same:Responsible Officer’s knowledge thereof): (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the any Company or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the Companyother Transactions; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be expected to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance occurrence of a Casualty Event in excess of $250,000 (whether or not covered by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintinsurance); (e) the occurrence of any Reportable ERISA Event with respect to any Plan and the action which is proposed to be taken with respect theretothat, alone or together with a copy any other ERISA Events that have occurred, could reasonably be expected to result in liability of the notice of such Reportable Event to the PBGCBorrower and its Subsidiaries in an aggregate amount exceeding $250,000; (f) the receipt by any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial notice of any Environmental Claim or administrative proceeding relating violation of or potential liability under, or knowledge by any Company that there exists a condition that could reasonably be expected to healthresult in an Environmental Claim or a violation of or liability under, safety or environmental matters any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, would not be reasonably likely to subject the Companies collectively to liabilities exceeding $250,000; (g) (i) in which an adverse determination the incurrence of any Lien (other than Permitted Liens) on, or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company claim asserted against all or any Subsidiary which are material to the operations substantial portion of the Company or such Subsidiary, Collateral or (ii) the occurrence of any other event which will or threatens to impose a material liability on could materially adversely affect the Company or such Subsidiary to any Person or which will require a material expenditure by value of the Company or such Subsidiary to cure any alleged problem or violation; orCollateral; (gh) the issuance receipt by any Governmental Authority Company of any injunctionnotice of any termination, order or decisionsuspension, revocation, transfer, surrender, or other impairment of any material Company Permit, material Company Accreditation or material Company Reimbursement Approval; and (i) the entry receipt by the any Company of any notice of any Health Care Survey or any Subsidiary into an agreement Health Care Audit that, alone or together with any Governmental Agencyother Health Care Survey or Health Care Audit, materially restricting the business could reasonably be expected to result in liability of the Company or Companies in an aggregate amount exceeding $500,000 in any Subsidiary or concerning any material business practice of the Company or any Subsidiarytwelve-month period.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for each Bank, other Agent and each Lender written notice of the following promptly after (and in any officer event within five Business Days) upon a Responsible Officer of the Company Holdings or any Subsidiary becomes aware of the sameits Subsidiaries obtaining knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt any notice to SSCC, any Borrower or any of notice their Subsidiaries of the intention of any person Person to file or commence, any action, suit or proceeding, proceeding (whether at law or in equity or by or before any Governmental Authority, against the Company Authority or any Subsidiary which has had arbitrator) against SSCC, any Borrower or would likely have any Affiliate thereof (i) that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be anticipated to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, orderalone or together with other ERISA Events, decision could reasonably be expected to result in increased liability of Holdings, any Borrower, any Loan Party, any of their respective Subsidiaries and ERISA Affiliates in an aggregate amount more than $30,000,000 greater than the liability as of the Closing Date estimated in good faith with reference to the following: (i) the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other restraint prohibiting, or having statement of financial condition prior to the effect Closing Date; or (ii) withdrawal liability with respect to a Multiemployer Plan as of prohibiting, the Loans or Letters most recent estimate of Credit, or withdrawal liability for such Multiemployer Plan received before the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintClosing Date; (e) the occurrence any material casualty or other insured damage to any material portion of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; Collateral (fincluding Mortgaged Property) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial action or administrative proceeding relating to health, safety for the taking or environmental matters expropriation of any Collateral (iincluding Mortgaged Property) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations part thereof or material interest therein under power of the Company eminent domain or such Subsidiary, by condemnation or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationsimilar proceeding; orand (gf) the issuance by any Governmental Authority commencement of any injunctiona Dominion Period, order a Compliance Period or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarya Weekly Borrowing Base Period.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender written notice of the following promptly after (and, in any officer of event, within five Business Days following the Company or any Subsidiary becomes aware of the same:date on which a Responsible Officer obtains knowledge thereof): (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the any Company or any Subsidiary which Affiliate thereof that has had had, or would likely have could reasonably be expected to result in, a Material Adverse Effect on Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the Companyother Transactions; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted, or would likely havecould reasonably be expected to result, in a Material Adverse Effect on the CompanyEffect; (d) the issuance occurrence of a Casualty Event in excess of $2,000,000 (whether or not covered by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintinsurance); (e) the occurrence of any Reportable ERISA Event with respect to any Plan and the action which is proposed to be taken with respect theretothat, alone or together with a copy any other ERISA Events that have occurred, could reasonably be expected to result in liability of the notice of such Reportable Event to the PBGCBorrower and its Subsidiaries in an aggregate amount exceeding $2,000,000; (f) the receipt by any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial notice of any Environmental Claim or administrative proceeding relating violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to healthresult, safety in an Environmental Claim or environmental matters a violation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the consequence of which, in the aggregate, have not and could not be reasonably likely to subject the Companies collectively to liabilities exceeding $2,000,000; and (g) (i) in which an adverse determination the incurrence of any Lien (other than Permitted Collateral Liens) on, or result could result in the revocation of or have a material adverse effect on any operating permitsclaim asserted against, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company all or any Subsidiary which are material to the operations substantial portion of the Company or such Subsidiary, Collateral or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority occurrence of any injunction, order or decision, or other event which could reasonably be expected to materially and adversely affect the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business value of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryCollateral.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender written notice of the following promptly (and, in any event, within five Business Days after any officer of the Company or any Subsidiary becomes aware of the same:obtaining knowledge thereof); (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) any default or event of default under any Contractual Obligation of the Company if the same could reasonably be expected to have a Material Adverse Effect; (c) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the any Company or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadEffect, or would likely have, a Material Adverse Effect on the Company;(ii) with respect to any Loan Document; and (d) the issuance by following events, as soon as possible and in any Governmental Authority of any injunction, order, decision event within 30 days after Borrower knows or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; has reason to know thereof: (ei) the occurrence or expected occurrence of any Reportable Event reportable event with respect to any Single Employer Plan, any determination that a Single Employer Plan and is in "at risk" status (within the action which is proposed to be taken with respect thereto, together with a copy meaning of Section 430 of the notice Code or Section 303 of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company ERISA), or any Subsidiary withdrawal from, or the commencement termination, bankruptcy, reorganization or insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in "endangered" or "critical" status (within the meaning of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations Section 432 of the Company Code or such Subsidiary, Section 305 of ERISA); or (ii) which will the institution of proceedings or threatens to impose a material liability on the Company or such Subsidiary to taking of any Person or which will require a material expenditure other action by the Company or such Subsidiary PBGC, the Borrower, any Commonly Controlled Entity with respect to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decisionwithdrawal from, or the entry by termination, of, any Single Employer Plan (other than the Company termination of any Single Employer Plan pursuant to Section 4041(b) of ERISA); where, in connection with any of the foregoing in (i) or (ii), the amount of liability the Borrower or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business Commonly Controlled Entity could reasonably be expected to have would reasonably be expected to cause a Material Adverse Effect; and Each notice pursuant to this Section 4.02 shall be accompanied by a statement of a Responsible Officer setting forth details of the Company or any Subsidiary or concerning any material business practice of occurrence referred to therein and stating what action the Company or any SubsidiaryBorrower proposes to take with respect thereto.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each BankLender, promptly after any Responsible Officer of Parent or any Subsidiary obtains knowledge thereof, written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Parent or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent and the Company or any Subsidiary, including without limitation any development Subsidiaries in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Companyan aggregate amount exceeding $1,000,000; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibitingdevelopment that has resulted in, or having could reasonably be expected to result in, an Exclusion Event, including any notice by the effect OIG of prohibitingexclusion or proposed exclusion of Parent or any Subsidiary from any Medical Reimbursement Program, the Loans or Letters of Creditand any other development that has resulted in, or the initiation of any litigation or similar proceeding seeking any such injunctioncould reasonably be expected to result in, order or other restrainta Material Adverse Effect; (e) the occurrence commencement of any Reportable Event material audit of Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against Parent or any Subsidiary that could reasonably be expected to result in a suspension, revocation or termination of any contract of Parent or any Subsidiary with respect to Medicaid or Medicare, including any Plan and the action which is proposed such contract to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC;Medicare Advantage Organization; and (f) any violation as to any environmental matter receipt by the Company Parent or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an any notice of suspension or forfeiture of any certificate of authority or similar license of any HMO Subsidiary and (ii) any other material notice of deficiency, compliance order or adverse determination report issued by any regulatory authority, including any HMO Regulator, or result private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the revocation suspension or forfeiture of or have a material adverse effect on any operating permitscertification, air emission permitslicense, water discharge permitspermit, hazardous waste permits authorization or other permits held by the Company or any Subsidiary which are material to the operations of the Company or approval necessary for such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such HMO Subsidiary to any Person carry on its business as then conducted or which will require a material expenditure by in the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority termination of any injunction, order insurance or decision, or the entry by the Company or reimbursement program then available to any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any HMO Subsidiary.

Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Agent, with a copy for each Bank, Administrative Agents prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company a Borrower or any Subsidiary which has had or would likely have thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event or relating analogous event with respect to the Company a Canadian Pension Plan, Defined Benefit Plan or Canadian Benefit Plan that, alone or together with any Subsidiaryother such events that have occurred, including without limitation any development could reasonably be expected to result in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any injunctionmaterial action or omission on the part of the Parent Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, order, decision (iii) providing any written notice of potential responsibility or other restraint prohibitingliability under any Environmental Law, or having (iv) concerning the effect filing of prohibitinga Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Loans Parent Borrower or Letters any of Creditits Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the initiation aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Parent Borrower or any litigation or similar proceeding seeking any such injunction, order or other restraint;of its Subsidiaries in an aggregate amount exceeding $25,000,000; or (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarydevelopment that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a1) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b2) the filing or commencement of, or receipt of any written threat or notice of intention of any person Person to file or commence, or any material development in, any action, suit suit, litigation, investigation, administrative action or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Subsidiary of the Restricted Subsidiaries, as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on Effect, or which alleges (and as to which an adverse determination against the CompanyBorrower or any of the Restricted Subsidiaries is reasonably likely to result in) material violations of Healthcare Laws; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e3) the occurrence of any Reportable ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (4) any material change in accounting policies or financial reporting practices by any Loan Party with respect to any Plan the Borrower’s Accounts and Inventory or which otherwise could reasonably be expected to affect the action which is proposed to be taken with respect thereto, together with a copy calculation of the notice of such Reportable Event to the PBGCBorrowing Base or Reserves; (f5) any violation as to any environmental matter by the Company or any Subsidiary or the commencement Borrower’s receipt of any judicial or administrative proceeding relating to health, safety or environmental matters any: (i) in which an adverse determination written notice from the FDA or result other Governmental Authority that it is limiting, suspending, adversely modifying or revoking any Healthcare Permit that could result in the revocation of or reasonably be expected to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or Material Adverse Effect; (ii) which will a written warning letter from the FDA; or threatens to impose a (iii) other written notice from the FDA or other Governmental Authority that any product manufactured, marketed, developed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or proceedings have been commenced seeking, the material liability on the Company seizure, withdrawal, recall, suspension or such Subsidiary to any Person or which will require a material expenditure detention by the Company FDA or such Subsidiary to cure any alleged problem or violationother Governmental Authority; orand (g6) any seizure, detention, suspension or recall of, or any voluntary withdrawal or recall of, or any response or commitment to the issuance by FDA or any Governmental Authority of to withdraw or recall, any injunctionproduct manufactured, order marketed, developed, sold or decision, distributed by or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business on behalf of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryBorrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after (and, in any officer event, within five (5) Business Days of the Company occurrence thereof (and in the case of any written threat or notice of intention referred to in clause (b) below, within five (5) Business Days of the date on which any Subsidiary Responsible Officer of a Loan Party becomes aware or should have become aware of the same:such occurrence)): (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Company any Loan Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely have, could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (d) the issuance by occurrence of a Casualty Event (i) to any Governmental Authority portion of Collateral in excess of $5,000,000 or (ii) to any portion of the assets of the Loan Parties, of any injunctiontype whatsoever, order, decision or other restraint prohibiting, or having the effect in excess of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint$20,000,000; (ei) the occurrence of any Reportable Event with respect all material amendments to any Plan and the action which is proposed agreements related to be taken with respect thereto, Material Indebtedness (together with a copy of each such amendment) and (ii) any default, event of default, termination event, early termination event or force majeure under any of the notice foregoing agreements (other than the Supply and Offtake Documents) or any event related thereto which with the giving of notice, the passage of time, or both. could result in such Reportable Event to the PBGC;a default; and, (f) any violation as to any environmental matter by the Company Lien (other than Permitted Liens) or any Subsidiary or the commencement of any judicial or administrative proceeding relating to healthclaim that, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations Borrower’s knowledge, has been made or asserted against any of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryCollateral.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of Holdings or the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against Holdings, the Company Borrower or any Subsidiary of the Subsidiaries as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any other development affecting or relating specific to Holdings, the Company Borrower or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company Subsidiaries that is not a matter of general public knowledge and that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, ordertogether with all other ERISA Events, decision would reasonably be expected to have a Material Adverse Effect, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other restraint prohibitinggovernment agency, or having (to the effect of prohibitingextent known and available to Holdings, the Loans Borrower, such Subsidiary or Letters such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of CreditUnfunded Pension Liabilities with respect to all other Plans, or exceeds the initiation aggregate amount of any litigation or similar proceeding seeking any such injunction, order or other restraint;Unfunded Pension Liabilities that existed on the Closing Date by an amount that would reasonably be expected to have a Material Adverse Effect; and (e) the occurrence execution and delivery of any Reportable Event with respect material amendment, restatement, supplement or other modification to or waiver of any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company Second Lien Note Document or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary2010 Second Lien Note Document.

Litigation and Other Notices. Furnish to Give the Agent, with a copy for each Bank, Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans or Letters occurrence of Creditother Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement, the Notes or the other Loan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) the occurrence filing or commencement of any Reportable action, suit or proceeding against any Borrower, any Guarantor or any of their respective subsidiaries, whether at law or in equity or by or before any court or any Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any governmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower, any Guarantor or any of their respective subsidiaries thereof in an aggregate amount of $500,000 or more, not reimbursable by insurance, or (B) materially impair the right of any Borrower, any Guarantor or any of their respective subsidiaries to perform its obligations under this Agreement, any Note or any other Loan Document to which it is a party; (c) any Default or Event with respect to of Default or any Plan "Default" or "Event of Default" under the Senior Indenture (as such terms are defined in the Senior Indenture) or the Senior Subordinated Indenture (as such terms are defined in the Senior Subordinated Indenture), specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (fd) any violation as to any environmental matter by upon the Company issuance, mailing or any Subsidiary or the commencement of any judicial or administrative proceeding relating to healthdelivery thereof, safety or environmental matters (i) in which an adverse determination or result could result in the revocation copies of or have a material adverse effect on notice of any operating permits, air emission permits, water discharge permits, hazardous waste permits redemption or other permits held by payment of the Company Senior Notes under the Senior Indenture or the Senior Subordinated Notes under the Senior Subordinated Indenture and copies of any Subsidiary which are material written information, correspondence or communication under the Senior Indenture or the Senior Subordinated Indenture or with respect to the operations of Senior Notes or the Company Senior Subordinated Notes not otherwise required to be delivered to the Agent or such Subsidiary, or the Lenders hereunder; and (ii) which will copies of notice of any redemption, exchange or threatens to impose a material liability on the Company or such Subsidiary other payment with respect to any Person preferred stock of the Borrowers; provided, that this clause (d) shall not constitute the consent of the Agent or any Lender to any such redemption, exchange or other payment; and (e) any development in the business or affairs of any Borrower, any Guarantor or any of their respective subsidiaries which has had or which will require a material expenditure by is likely, in the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority reasonable judgment of any injunctionResponsible Officer of any Borrower, order to have, a Material Adverse Effect (including, without limitation, any actual or decisionthreatened strike, work stoppage or the entry other labor action, whether or not authorized by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarylabor unions).

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable ERISA Event that, alone or together with respect any other ERISA Events that have occurred, could reasonably be expected to any Plan result in liability of the Borrower and the action which is Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto; (d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto; (e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with a copy copies of the notice of each such Reportable Event to the PBGCletter; (f) any violation as to any environmental matter the receipt by the Company Borrower or any Subsidiary of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the commencement ESOT, which could reasonably be expected to subject the Borrower or any of any judicial its Subsidiaries to liability, individually or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation aggregate, in excess of or have a material adverse effect on any operating permits$1,000,000, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations together with copies of the Company or each such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; ornotice and copies of all subsequent correspondence relating thereto; (g) the issuance by any Governmental Authority occurrence of any injunction, order or decisionamendment to any of the ESOP Plan Documents; and (h) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. For purposes of this Section 5.05, the entry Borrower and the Subsidiaries shall be deemed to know all facts known by the Company administrator of any Plan of which the Borrower or any Subsidiary into an agreement with any Governmental Agency, materially restricting is the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiaryplan sponsor.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Funding Agent written notice of the following promptly (and, in any event, within three (3) Business Days after any officer of the Company or any Subsidiary becomes aware of the same:acquiring knowledge thereof): (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against any Borrower or other Company that in the Company or any Subsidiary which has had or would likely have reasonable judgment of the Borrowers could reasonably be expected to result in a Material Adverse Effect on the Companyif adversely determined or (ii) with respect to any Loan Document; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be expected to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance by occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $20 million; 155 (e) any Governmental Authority dispute or contest with regard to any Lien that could reasonably be expected to result in forfeiture of any injunction, order, decision or other restraint prohibiting, or Revolving Credit Priority Collateral having the effect a Dollar Equivalent fair market value in excess of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint$1 million; (ef) the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by a Borrower or Borrowing Base Guarantor, or for an accrued amount for which a Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a Requirement of Law and having a Dollar Equivalent value in excess of $1 million; and (g) (i) the incurrence of any Lien (other than Permitted Liens) on the Collateral, or claim asserted against any of the Collateral or (ii) the occurrence of any Reportable Event with respect other event which could reasonably be expected to any Plan and affect the action value of the Collateral, in each case which is proposed could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, taken with respect thereto, together with as a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarywhole, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (gy) the issuance by any Governmental Authority of any injunctionTerm Loan Priority Collateral, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarytaken as a whole.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be expected to result in, (i) a Material Adverse Effect on or (ii) a failure to satisfy the Companycovenant set forth in Section 6.12 at any time; (d) any change in the issuance Borrower’s corporate rating by any Governmental Authority of any injunction, order, decision ▇▇▇▇▇’▇ or other restraint prohibitingS&P, or having the effect of prohibiting, the Loans or Letters of Creditany change in any Insurance Subsidiary’s rating by A.M. Best, or the initiation of any litigation or similar proceeding seeking notice from any such injunctionagency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, order as applicable, on a “CreditWatch” or other restraint“WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or such Insurance Subsidiary, as applicable; (e) the occurrence receipt of any Reportable Event notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with respect to any Plan all applicable laws and the action which is proposed to be taken with respect thereto, together with regulations and provide a copy of the notice of such Reportable Event to the PBGCnotice; (f) the receipt of any violation as to notice from any environmental matter by Governmental Authority of the Company institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any Subsidiary or the commencement request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice; (g) any material judicial or administrative proceeding relating to healthorder limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or (h) the receipt by any Material Insurance Subsidiary of any notice of termination, safety cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or environmental matters recapture of any Reinsurance Agreement that (i) in which an adverse determination occurs pursuant to a special termination or result could result in similar clause or is otherwise outside the revocation ordinary course of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, business or (ii) which will or threatens could reasonably be expected to impose have a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of Holdings or the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against Holdings, the Company Borrower or any Subsidiary of the Subsidiaries as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any other development affecting or relating specific to Holdings, the Company Borrower or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company Subsidiaries that is not a matter of general public knowledge and that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, ordertogether with all other ERISA Events, decision would reasonably be expected to have a Material Adverse Effect, such notice to include the details as to such occurrence and any notices received by Holdings, the Borrower, such Subsidiary or ERISA Affiliate from the PBGC or any other restraint prohibitinggovernment agency, or having (to the effect of prohibitingextent known and available to Holdings, the Loans Borrower, such Subsidiary or Letters such ERISA Affiliate and permitted by applicable confidentiality obligations) a Plan participant with respect thereto; or that a Plan has an Unfunded Pension Liability which, when added to the aggregate amount of CreditUnfunded Pension Liabilities with respect to all other Plans, or exceeds the initiation aggregate amount of any litigation or similar proceeding seeking any such injunction, order or other restraint;Unfunded Pension Liabilities that existed on the Closing Date by an amount that would reasonably be expected to have a Material Adverse Effect; and (e) the occurrence execution and delivery of any Reportable Event with respect material amendment, restatement, supplement or other modification to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement waiver of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiarySecond Lien Note Document.

Litigation and Other Notices. Furnish to the each Agent, with a copy for the Administrative Agent and each Bank, Lender written notice of the following promptly after any officer upon a Responsible Officer of the Company Borrower or any Subsidiary becomes aware of the sameobtaining knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt any notice to SSCC, the Borrower or any Subsidiary of notice of the intention of any person Person to file or commence, any action, suit or proceeding, proceeding (whether at law or in equity or by or before any Governmental Authority, against the Company Authority or any Subsidiary which has had arbitrator) against SSCC, the Borrower or would likely have any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be anticipated to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, orderalone or together with other ERISA Events, decision could reasonably be expected to result in increased liability of the Borrower, any of the Subsidiaries or any ERISA Affiliates in an aggregate amount more than $30,000,000 greater than the liability as of the Closing Date estimated in good faith with reference to the following: (i) the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other restraint prohibiting, or having statement of financial condition prior to the effect Closing Date; or (ii) withdrawal liability with respect to a Multiemployer Plan as of prohibiting, the Loans or Letters most recent estimate of Credit, or withdrawal liability for such Multiemployer Plan received before the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;Closing Date; and (e) the occurrence any material casualty or other insured damage to any material portion of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary Mortgaged Property or the commencement of any judicial action or administrative proceeding relating to health, safety for the taking or environmental matters (i) in which an adverse determination or result could result in the revocation expropriation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company Mortgaged Property or any Subsidiary which are material to the operations part thereof or material interest therein under power of the Company eminent domain or such Subsidiary, by condemnation or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarysimilar proceeding.

Litigation and Other Notices. Furnish For as long as any Note remains outstanding, the Company shall promptly, to the Agentextent not prohibited by law, with a copy for give each Bank, written Purchaser notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samein writing of: (a) within three Trading Days following the knowledge by the Company thereof, any Event Action before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) affecting the Company, any Subsidiary, any director and/or officer including but not limited to, any Action involving a claim of Default violation of or Unmatured Event liability under federal or state securities laws, a claim of Defaultbreach of fiduciary duty or any investigation by a governmental or administrative agency or regulatory authority (federal, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect theretostate county, local or foreign); (b) within three Trading Days following the filing or commencement of, or receipt of notice of intention of any person to file or commenceoccurrence thereof, any action, suit Default or proceeding, whether at law Event of Default or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which event that has had or would likely could reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) upon the consummation of any development affecting acquisition or relating to investment by the Company or any Subsidiaryof its Subsidiaries and as and at the end of each fiscal year, including without limitation any development in litigationa restatement of Schedule 3.1(ss) hereto with respect to the following items: (i) the call letters and designated market area of each Station, that in (ii) all of the reasonable judgment network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Company has hadand its Subsidiaries with respect to such Stations and (iv) the termination date, or would likely haveif any, a Material Adverse Effect on the Companyof each such network affiliation agreement and FCC License; (d) the issuance by any Governmental Authority promptly upon their becoming available, copies of any injunction, order, decision or (i) all press releases and other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter statements made available generally by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material its Subsidiaries to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a public concerning material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting developments in the business of the Company or any Subsidiary or concerning of its Subsidiaries, (ii) any material business practice non-routine correspondence or official notices received by the Company, or any of its Subsidiaries from the FCC or other communications regulatory authority, and (iii) all material information filed by the Company or any Subsidiaryof its Subsidiaries with the FCC; and (e) within three Trading Days following receipt of notice thereof (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Company or any of its Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Company and any of its Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Company or any of its Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License. Any such information provided to any Purchaser shall comply with the requirements of Section 4.6 above.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after (and, in any officer event, within five (5) Business Days of a Responsible Officer having knowledge of the Company or any Subsidiary becomes aware of the same:occurrence thereof): (a) (i) the occurrence of any Event of Default or Unmatured Event of Default, specifying (ii) any event of default under the nature ABL Credit Agreement or (iii) no later than five (5) Business Days after delivery thereof, copies of any notices delivered pursuant to the Supply and extent thereof and the corrective action (if any) proposed to be taken Offtake Agreement with respect theretoto any “Default”, “Event of Default”, “Termination Event” or “Force Majeure” (as each such term is defined in the Supply and Offtake Agreement); (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Company any Loan Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development litigation or proceeding affecting any Group Member (other than any Excluded Subsidiary) (i) in which the amount involved is $20,000,000 or relating to the Company more and not covered by insurance or any Subsidiary, including without limitation any development (ii) in litigation, that in the reasonable judgment of the Company has had, which injunctive or would likely have, a Material Adverse Effect on the Companysimilar relief is sought; (d) as soon as possible upon becoming aware of the issuance occurrence of or forthcoming occurrence of any ERISA Event that alone, or together with any other ERISA Event, could reasonably be expected to result in liability of the Loan Parties or any of their ERISA Affiliates in an aggregate amount exceeding $1,000,000 or the imposition of a Lien on the assets of any Loan Party, a written notice specifying the nature thereof, what action any of the Loan Parties or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, upon Administrative Agent’s request, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower, any of the Loan Parties or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by any Governmental Authority of the Loan Parties or any injunction, order, decision of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other documents or other restraint prohibiting, governmental reports or having the effect of prohibiting, the Loans filings relating to any Plan or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;Pension Plan as Administrative Agent shall reasonably request; and (e) any development that has had or would reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 5.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence of any Reportable Event with respect referred to any Plan therein and stating what action the action which is proposed relevant Group Member proposes to be taken take with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to Notify the AgentAdministrative Agent and the Lenders in writing, with promptly after a copy for each BankLoan Party’s obtaining knowledge thereof, written notice of any of the following promptly after that affects any officer of the Company or any Subsidiary becomes aware of the sameLoan Party: (a) the threat (in writing) or commencement of any Event of Default proceeding or Unmatured Event of Defaultinvestigation, specifying whether or not covered by insurance, if the nature and extent thereof and the corrective action (if any) proposed same could reasonably be expected to be taken with respect theretohave a Material Adverse Effect; (b) the filing any pending or commencement ofthreatened labor dispute, strike or walkout, or receipt of notice of intention the expiration of any person material labor contract, if the same could reasonably be expected to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company termination of, or any Subsidiary, including without limitation any development in litigation, event that in the reasonable judgment of the Company has had, or would likely havepermit a third-party counterparty to terminate, a Material Adverse Effect on Contract or any “event of default” (or such similar term) under or termination of the CompanyRevolving Credit Facility (except, in each case, any termination in accordance with its terms) shall have occurred; (d) the issuance by any Governmental Authority existence of any injunction, order, decision Default or other restraint prohibiting, or having the effect Event of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintDefault; (e) any judgment against any Loan Party or any Restricted Subsidiary if the occurrence of any Reportable Event with respect same could reasonably be expected to any Plan and the action which is proposed to be taken with respect thereto, together with have a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement assertion of any judicial or administrative proceeding relating Intellectual Property Claim, if the same could reasonably be expected to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orMaterial Adverse Effect; (g) the issuance by any Governmental Authority violation or asserted violation of any injunctionApplicable Law (including ERISA, order or decisionOSHA, FLSA, or any Environmental Laws), if the entry same could reasonably be expected to have a Material Adverse Effect; (h) any Environmental Release or threatened Environmental Release on, at, under, from or to any Property or Real Estate owned, leased, operated or occupied by the Company a Loan Party or any Subsidiary into an agreement with of its subsidiaries, if the same could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (i) receipt of any Governmental AgencyEnvironmental Notice alleging or seeking fines, materially restricting the business penalties, damages, or remediation costs, or any Loan Party or any of the Company Restricted Subsidiaries or their respective Properties becoming subject to any Environmental Liability if the allegations in such Environmental Notice proved to be true could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (j) the occurrence of any ERISA Event if the same, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (k) the discharge of or any Subsidiary withdrawal or concerning resignation by Holdings’s independent accountants; (l) the occurrence of any material business practice event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (m) any negative change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Company Loans by S&P or ▇▇▇▇▇’▇, or any Subsidiarynotice from either such agency indicating its intent to effect such a change or to place the Borrower or the Loans on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Loans.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly (and in any event in the case of clause (a) below, within five Business Days) after any officer Responsible Officer of the Company Borrower or any Restricted Subsidiary becomes aware of the sameobtains actual knowledge thereof: (a) any (i) Event of Default or Unmatured Event of (ii) Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect theretothereto (it being acknowledged and agreed that if the underlying Default or Event of Default is cured, any failure to send a notice (whether timely or untimely) pursuant to this clause (a) shall also be deemed to be cured); (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Restricted Subsidiary of the Borrower that would reasonably be expected to have a Material Adverse Effect; (c) the occurrence of any ERISA Event and/or Foreign Plan Event, that together with all other ERISA Events and/or Foreign Plan Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (1) (A) promptly after receipt or publication thereof, a copy of each permit (including any tariff) of the Borrower or any of its Restricted Subsidiaries the loss of which has had or would likely reasonably be expected to have a Material Adverse Effect on and (B) promptly after receipt or publication thereof, any amendments, modifications or supplements to the Company;permits described in clause (1)(A) that would reasonably be expected to have a Material Adverse Effect and (2) written notice of the failure to comply with the terms and conditions of any permit of Borrower or any of its Restricted Subsidiaries described in clause (1)(A) that would reasonably be expected to result in a Material Adverse Effect; and (ce) any other development affecting or relating specific to the Company Borrower or any Subsidiary, including without limitation any development in litigation, of its Restricted Subsidiaries that in the reasonable judgment is not a matter of the Company general public knowledge and that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryEffect.

Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other such events that have occurred, could reasonably be expected to the Company or any Subsidiary, including without limitation any development result in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by a copy of any form of written notice, summons, material correspondence or citation received from any Governmental Authority or any other person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Borrower or its Subsidiaries therefor, (ii) alleging liability for any injunctionmaterial action or omission on the part of the Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, order, decision (iii) providing any written notice of potential responsibility or other restraint prohibitingliability under any Environmental Law, or having (iv) concerning the effect filing of prohibitinga Lien other than a Permitted Lien upon, against or in connection with the Loans Borrower or Letters any of Creditits Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the initiation aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Borrower or any litigation or similar proceeding seeking any such injunction, order or other restraint;of its Subsidiaries in an aggregate amount exceeding $25,000,000; or (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarydevelopment that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, any threat or receipt of notice of intention of any person Person to file or commence, or any judgment, ruling, substantive order or settlement with respect to, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had Affiliate thereof that (i) involves any Loan Document or would likely have the Transactions or (ii) could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred since the date of this Agreement, could reasonably be expected to the Company or any Subsidiary, including without limitation any development result in litigation, that in the reasonable judgment liability of the Company has had, or would likely have, a Material Adverse Effect on Borrower and the CompanySubsidiaries in an aggregate amount that could reasonably be expected to exceed $2,500,000; (d) the issuance by any Governmental Authority discovery or Release to the environment of any injunctionHazardous Materials or occurrence of violations of Environmental Law, orderincluding receipt of claims or notices of potential liability therefor, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking that in any such injunctioncase could reasonably be expected to result in losses, order expenses, fines or other restraintpenalties asserted against or payable by the Borrower or any of its Subsidiaries in an aggregate amount that could reasonably be expected to exceed $2,500,000; (e) the occurrence of any Reportable Event with respect to change in any Plan and the action which is proposed to Applicable Insurance Code that could reasonably be taken with respect thereto, together with expected result in a copy of the notice of such Reportable Event to the PBGC;Material Adverse Effect; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarydevelopment that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender written notice of the following promptly after (and, in any officer event, within five Business Days of the Company or any Subsidiary becomes aware of the same:obtaining knowledge thereof): (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the any Company or any Subsidiary which that has had had, or would likely have reasonably be expected to result in, a Material Adverse Effect on Effect, (ii) with respect to any Credit Document or (iii) with respect to any of the CompanyRestatement Date Transactions; (c) any development affecting event, change, effect, development, circumstance, or relating to the Company or any Subsidiary, including without limitation any development in litigation, condition that in the reasonable judgment of the Company has hadresulted, or would likely havereasonably be expected to result, in a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, orderalone or together with any other ERISA Events that have occurred, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintwould reasonably be expected to result in a Material Adverse Effect; (e) the occurrence receipt by any Company of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted, or would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations, conditions and liabilities the PBGCconsequence of which would not be reasonably expected to result in a Material Adverse Effect; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination the incurrence of any Lien (other than Permitted Liens) on, or result could result in the revocation of or have a material adverse effect on any operating permitsclaim assessed against, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company all or any Subsidiary which are material to the operations portion of the Company or such Subsidiary, Collateral or (ii) the occurrence of any other event which will would reasonably be expected to materially and adversely affect all or threatens to impose a material liability on portion of the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orCollateral; (g) the issuance by any Governmental Authority occurrence of any injunction, order Event of Loss in respect of any Collateral Vessel; (h) any damage or decision, injury caused by or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business to a Collateral Vessel in excess of the Company or any Subsidiary or concerning $2,500,000; and (i) any material business practice of the Company default or notices under any SubsidiaryPermitted Charter.

Litigation and Other Notices. Furnish to TCO and the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against the Company any Schedule 3, Affirmative Covenants Tensar Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting or relating to ERISA Event described in clause (b) of the Company definition thereof or any Subsidiaryother ERISA Event that, including without limitation alone or together with any development other ERISA Events that have occurred, could reasonably be expected to result in litigation, that in the reasonable judgment liability of the Company has had, or would likely have, a Material Adverse Effect on Tensar Parties and the CompanySubsidiaries in an aggregate amount exceeding $500,000; (d) any of the issuance following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any injunction, order, decision occurrence or other restraint prohibitingcondition at any Mortgaged Property, or having on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the effect of prohibitingownership, the Loans occupancy, transferability or Letters of Credit, or the initiation of use thereof under any litigation or similar proceeding seeking any such injunction, order or other restraintEnvironmental Law; (e) the occurrence any Asset Sale, Equity Issuance or incurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy Financing Obligations not otherwise permitted by Section 1.01 of the notice of such Reportable Event to the PBGC;Schedule 4; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarydevelopment that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which shall furnish to the Lenders) written notice of the following promptly (and, in any event in the case of clause (a) below, within three (3) Business Days) after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Subsidiary the Project as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any development affecting breach or relating default under any Material Project Contract or Data Center Lease/License that would reasonably be likely to the Company or any Subsidiary, including without limitation any development in litigation, that result in the reasonable judgment termination, suspension or revocation of such Material Project Contract or Data Center Lease/License to which the Company has had, or would likely have, Borrower is a Material Adverse Effect on the Companyparty; (d) any casualty, damage or loss to the issuance by Project (or any Governmental Authority portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of the Borrower, of its employees, agents contractors, consultants or representatives, or of any injunctionother Person, orderif such casualty, decision damage or other restraint prohibiting, or having loss affects the effect of prohibiting, the Loans or Letters of Credit, Borrower or the initiation Project in an amount in excess of any litigation or similar proceeding seeking any such injunction, order or other restraint$75,000,000; (e) the occurrence any material amendment of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGCMaterial Project Contract; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) noncompliance with any Environmental Law at the Project or any Release of Hazardous Materials at, on or from the Project, in which an adverse determination or result could result in the revocation of or each case that would reasonably be expected to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such SubsidiaryMaterial Adverse Effect, or (ii) which will pending or, to the Borrower’s knowledge, threatened, Environmental Claim against the Borrower or threatens the Project that would reasonably be expected to impose have a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orMaterial Adverse Effect; (g) the issuance by any Governmental Authority occurrence of any injunctionERISA Event and/or Foreign Plan Event, order that together with all other ERISA Events and/or Foreign Plan Events that have occurred, would reasonably be expected to have a Material Adverse Effect; and (h) any other development specific to the Borrower or decisionthe Project that is not a matter of general public knowledge and that has had, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agencywould reasonably be expected to have, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarya Material Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameParent Borrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Parent Borrower or any Subsidiary of its Subsidiaries as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any development affecting notice that any applicable Governmental Authority is (x) limiting, suspending or relating terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Company Parent Borrower or any Subsidiaryof its Subsidiaries that, including without limitation any development in litigationeither case, that in the reasonable judgment of the Company has had, or would likely reasonably be expected to have, a Material Adverse Effect on (except to the Companyextent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the issuance by Parent Borrower or any Governmental Authority of any injunction, order, decision or other restraint prohibitingits Subsidiaries that is not a matter of general public knowledge and that has had, or having the effect of prohibitingwould reasonably be expected to have, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) the occurrence of any Reportable ERISA Event with respect to any Plan and the action which is proposed to be taken with respect theretoor Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or[reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the issuance Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that could reasonably be expected to have a Material Adverse Effect; (h) receipt by any Loan Party of notice of the termination or suspension of, or a material default under, any Cannabis Authorizations; (i) all amendments to or breaches of any Cannabis Authorizations that have had, or would reasonably be expected to have, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority of or stock exchange with respect to any injunction, order or decision, or the entry by the Company Cannabis Authorizations or any Subsidiary regulatory or other investigations into an agreement with the Loan Parties’ business practices; and (k) any Governmental Agency, materially restricting the business of the Company rejection notice for new or renewal security clearance applications for any Subsidiary or concerning any material business practice of the Company or any SubsidiaryResponsible Person.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly after (and, in any officer event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the Company or any Subsidiary becomes aware of the same:occurrence thereof): (a) knowledge of the occurrence of any Event of Default or Unmatured the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the any Company or any Subsidiary which Affiliate thereof that has had had, or would likely have could reasonably be expected to result in, a Material Adverse Effect on Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the Companyother Transactions; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted, or would likely havecould reasonably be expected to result, in a Material Adverse Effect on the CompanyEffect; (d) the issuance occurrence of a Casualty Event in excess of $10,000,000 (whether or not covered by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintinsurance); (e) the occurrence of any Reportable ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any Plan and the action which is proposed to be taken other ERISA Events or any events with respect theretoto Canadian Pension Plans or Foreign Plans that have occurred, together with a copy could reasonably be expected to result in liability of the notice of such Reportable Event to the PBGCBorrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (f) the receipt by any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial notice of any Environmental Claim, Release or administrative proceeding relating violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to healthresult, safety in an Environmental Claim, Release or environmental matters (i) in which an adverse determination a violation of or result could result liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the revocation of or aggregate, have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by not subjected and could not be reasonably be expected to subject the Company or any Subsidiary which are material Companies collectively to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationliabilities exceeding $10,000,000; orand (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Lease Event.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Give Lender written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the sameof: (a) (promptly after the commencement thereof) the nature, status, and actual or potential amount of all claims, orders, directives, complaints, citations, notices, actions, suits, investigations and proceedings by or before any Event Person against any Loan Party or affecting the business, operations, condition (financial or otherwise) or any of the assets (other than ordinary and routine litigation reasonably expected to be covered under the limits of existing insurance policies) of any Loan Party, including any such claims, etc. with respect to (i) air emissions, (ii) spills, releases or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing any real Property, (iii) noise emissions, (iv) solid or liquid waste disposal, or (v) the use, generation, storage, transportation or disposal of Hazardous Materials; (b) (as soon as possible, and in any event within ten days after the occurrence of the same) any Default or Unmatured Event of Default, specifying including the nature and extent thereof details of such Default or Event of Default and the corrective action (if any) proposed Borrower is taking or proposes to be taken take with respect thereto; (bc) (promptly upon becoming aware of the filing same) any Person seeking to obtain a decree or commencement oforder for relief with respect to any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, or receipt of notice of intention of any person other similar law now or hereafter in effect, specifying what action such Loan Party is taking or proposes to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Companytake with respect thereto; (d) (promptly after adoption) any amendment to the issuance by any Governmental Authority certificate of any injunctionincorporation or bylaws of Borrower, order, decision or other restraint prohibiting, or having the effect which notice shall include a copy of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintamendment; (e) (promptly upon the occurrence of the same) any default with respect to any Contractual Obligation or any other event which has resulted in or which would reasonably be expected to result in a Material Adverse Effect; (f) (promptly, and in any event within five Business Days after Borrower knows or has reason to know of such event) (i) the occurrence of any material Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan, together with a statement of a Responsible Officer, setting forth details as to such Reportable Event and the action which is proposed Borrower proposes to be taken take with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) (not less than 30 days prior to effecting the issuance by same) any Governmental Authority change in the address of the location of any injunction, order or decision, records pertaining to any Collateral; (h) (promptly upon becoming aware of the same) of the occurrence of any event or the entry by the Company existence of any fact which renders any representation or warranty in this Agreement or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company other Loan Documents inaccurate, incomplete or any Subsidiary misleading or concerning any material business practice which has had or could reasonably be expected to have a Material Adverse Effect; and (i) (promptly upon becoming aware of the Company same) the Public Accountants' determination or Borrower's determination of the occurrence of any SubsidiaryInternal Control Event.

Litigation and Other Notices. Furnish to The Borrowers will give the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans making of the Loans, or Letters invalidating, or having the effect of Creditinvalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) the occurrence filing or commencement of any Reportable Event action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought and which would reasonably be expected to have a Material Adverse Effect or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if adversely determined, would (A) reasonably be expected to result in liability of the Borrowers or their Subsidiaries in an aggregate amount of $5,000,000 or more, not reimbursable by insurance, or (B) materially impair the ability of a Borrower or any Subsidiary to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) (i) any Default or (ii) any failure by the Borrowers or their Subsidiaries to comply with respect the provisions of the DOE Agreement, any other agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport or the Tennessee Valley Authority, or any other material contract or agreement which would reasonably be expected to any Plan result in a Material Adverse Effect, in each case, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto, together ; (d) notices given or received (with a copy of the notice of such Reportable Event copies thereof) with respect to any Material Indebtedness for borrowed money; (e) notices given or received (with copies thereof) with respect to the PBGC;foreign credit Receivable insurance maintained by the Credit Parties; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result development in the revocation business or affairs of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company Borrower or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose has had a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable ERISA Event that, alone or together with respect any other ERISA Events that have occurred, could reasonably be expected to any Plan result in liability of the Borrower and the action which is Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto; (d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto; (e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with a copy copies of the notice of each such Reportable Event to the PBGCletter; (f) any violation as to any environmental matter the receipt by the Company Borrower or any Subsidiary of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the commencement ESOT, which could reasonably be expected to subject the Borrower or any of any judicial its Subsidiaries to liability, individually or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation aggregate, in excess of or have a material adverse effect on any operating permits$1,000,000, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations together with copies of the Company or each such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; ornotice and copies of all subsequent correspondence relating thereto; (g) the issuance by any Governmental Authority occurrence of any injunction, order amendment to any of the ESOP Plan Documents; (h) the Borrower’s knowledge that at any time on or decision, after the Closing Date the Borrower is not taxable as a Subchapter S corporation as such term is defined in Section 1361 of the Code or that the entry by ESOT is subject to tax imposed under the Company Code with respect to any item of income or loss of the Borrower or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company Borrower; and (i) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. For purposes of this Section 5.05, the Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any Plan of which the Borrower or any Subsidiary or concerning any material business practice of is the Company or any Subsidiaryplan sponsor.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Subsidiary of its subsidiaries as to which has had or would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any other development affecting or relating specific to the Company Borrower or any Subsidiary, including without limitation any development in litigation, of its subsidiaries that in the reasonable judgment is not a matter of the Company general public knowledge and that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, ordertogether with all other ERISA Events that have occurred, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintwould reasonably be expected to have a Material Adverse Effect; (e) the occurrence of any Reportable Event with respect to material change in accounting policies or financial reporting practices by any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC;Loan Party or any Subsidiaries thereof; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) degradation in advance rates under a Qualified Securitization Financing which an adverse determination or result could results in a change in the average Advance Ratio for accounts receivable under such Qualified Securitization Financing of more than 20% as compared to the average Advance Ratio for the same month in the prior year and that such change in the Advance Ratio would be reasonably expected to result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held Default under Section 6.10 as reasonably determined by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, Borrower in good faith or (ii) which will or threatens to impose a material liability an increase of more than 2.00% on the Company interest rate spread for the then existing Securitization Financing; provided, further that any changes to pricing resulting from "dynamic pricing" provisions contained in the Qualified Securitization Financing Documents as in effect on the Closing Date (or such Subsidiary the PNC Securitization has been refinanced, the Qualified Securitization Financing Documents then in effect) shall not constitute an amendment to any Person or which will require a material expenditure by the Company or pricing of such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryQualified Securitization Financing.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a1) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b2) the filing or commencement of, or receipt of any written threat or notice of intention of any person Person to file or commence, or any material development in, any action, suit suit, litigation, investigation, administrative action or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Subsidiary of the Restricted Subsidiaries, as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on Effect, or which alleges (and as to which an adverse determination against the CompanyBorrower or any of the Restricted Subsidiaries is reasonably likely to result in) material violations of Health Care Laws; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e3) the occurrence of any Reportable ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (4) any material change in accounting policies or financial reporting practices by any Loan Party with respect to any Plan the Borrower’s Accounts and Inventory or which otherwise could reasonably be expected to affect the action which is proposed to be taken with respect thereto, together with a copy calculation of the notice of such Reportable Event to the PBGCBorrowing Base or Reserves; (f5) any violation as to any environmental matter by the Company or any Subsidiary or the commencement Borrower’s receipt of any judicial or administrative proceeding relating to health, safety or environmental matters any: (i) in which an adverse determination written notice from the FDA or result other Governmental Authority that it is limiting, suspending, adversely modifying or revoking any Healthcare Permit that could result in the revocation of or reasonably be expected to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or Material Adverse Effect; (ii) which will a written warning letter from the FDA; or threatens to impose a (iii) other written notice from the FDA or other Governmental Authority that any product manufactured, marketed, developed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or proceedings have been commenced seeking, the material liability on the Company seizure, withdrawal, recall, suspension or such Subsidiary to any Person or which will require a material expenditure detention by the Company FDA or such Subsidiary to cure any alleged problem or violationother Governmental Authority; orand (g6) any seizure, detention, suspension or recall of, or any voluntary withdrawal or recall of, or any response or commitment to the issuance by FDA or any Governmental Authority of to withdraw or recall, any injunctionproduct manufactured, order marketed, developed, sold or decision, distributed by or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business on behalf of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryBorrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Agent, with a copy for each Bank, Administrative Agents prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the same: following: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; ; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company a Borrower or any Subsidiary which has had or would likely have thereof that could reasonably be expected to result in a Material Adverse Effect on the Company; Effect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable ERISA Event or analogous event with respect to any a Canadian Pension Plan, Defined Benefit Plan and the action which is proposed to be taken with respect theretoor Canadian Benefit Plan that, alone or together with any other such events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) a copy of the notice any form of such Reportable Event to the PBGC; (f) written notice, summons, material correspondence or citation received from any violation as to any environmental matter by the Company Governmental Authority or any Subsidiary or the commencement of any judicial or administrative proceeding relating to healthother person, safety or environmental matters (i) in concerning material violations or alleged violations of Environmental Laws, which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will seeks or threatens to impose a material liability on the Company Parent Borrower or such Subsidiary its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the Parent Borrower or any of its Subsidiaries in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, or (iv) concerning the filing of a Lien other than a Lien permitted by Section 6.02 upon, against or in connection with the Parent Borrower or any of its Subsidiaries, or any of their leased or owned material property, wherever located, in each of cases (i) through (iv) that, individually or in the aggregate, could reasonably be expected to result in a liability (to the extent not covered by insurance) of the Parent Borrower or any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationof its Subsidiaries in an aggregate amount exceeding $25,000,000; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after any officer Responsible Officer of any of the Company or any Subsidiary becomes aware of the sameLoan Parties obtains actual knowledge thereof: (a) (i) any Event of Default or Unmatured Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Project Level Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company any Loan Party or any Subsidiary of their respective Subsidiaries which has had or would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment occurrence of an event requiring a mandatory prepayment of the Company Loans hereunder (other than with Excess Cash Flow); (d) any event specific to any of the Loan Parties, their respective Subsidiaries or the Projects that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintEffect; (e) the occurrence of if at any Reportable Event with respect to time any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the events listed in clauses (i) through (xi) of Section 7.1(k) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of such Reportable Event to the PBGCLoan Documents; (f) at any violation as to time following delivery by any environmental matter by the Company or any Subsidiary or the commencement Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any judicial or administrative proceeding relating of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to health, safety or environmental matters take with respect thereto: (i) with respect to any Plan, any “reportable event,” as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or (iii) any event (including an adverse determination ERISA Event), transaction or result condition that could result in the revocation incurrence of any liability by any Company Entity pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationMaterial Adverse Effect; orand (g) the occurrence of (A) an “Event of Default” (as defined in the Credit Support Reimbursement Agreement), (B) the issuance by any Governmental Authority of “Additional Credit Support” or extension of any injunction, order or decision, or existing “Credit Support” (each as defined in the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business Credit Support Reimbursement Agreement) pursuant to section 2.1 of the Company Credit Support Reimbursement Agreement or (C) any Subsidiary other material event or concerning any material business practice of notification under the Company or any SubsidiaryCredit Support Reimbursement Agreement.

Litigation and Other Notices. Furnish to Give the Agent, with a copy for each Bank, Agent written notice promptly after a Responsible Officer of the following promptly after Borrower becoming aware thereof, but in any officer event within five (5) Business Days, of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority court or governmental agency or authority of any injunction, order, decision or other restraint against the Borrower or a Guarantor prohibiting, or having the effect of prohibiting, the Loans making of the Loans, or Letters invalidating, or having the effect of Creditinvalidating, any provision of this Agreement, any of the Notes, any other Credit Document or the first priority Lien of the Collateral Trustee on the Collateral or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) the occurrence filing or commencement of any Reportable action, suit or proceeding against the Borrower or any of its Subsidiaries, whether at law or in equity or by or before any court or any federal, state, municipal or other governmental agency or authority which, if adversely determined, could reasonably be expected to: (i) result in liability of the Borrower or any of its Subsidiaries in an amount of one million five hundred thousand dollars ($1,500,000) or more; (ii) cause a material adverse change in the business, assets, operations, prospects or condition, financial or otherwise of the Borrower and its Subsidiaries taken as a whole or (iii) materially impair the right of any Person to perform its obligations under this Agreement, any Note or any other Credit Document, if there were an adverse determination against the Borrower or any Subsidiary; (c) any Default or Event with respect to any Plan of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (fd) any violation as to any environmental matter by development in the Company business or affairs of the Borrower or any Subsidiary or the commencement of any judicial or administrative proceeding relating its Subsidiaries which management reasonably expects to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permitschange in the business, air emission permitsassets, water discharge permitsoperations, hazardous waste permits prospects or other permits held by the Company condition, financial or any Subsidiary which are material to the operations otherwise of the Company or such Subsidiary, or (ii) which will or threatens to impose Borrower and its Subsidiaries taken as a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationwhole; orand (ge) the issuance by any Governmental Authority Asset Sale involving assets with a book value in excess of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarytwo million five hundred thousand dollars ($2,500,000).

Litigation and Other Notices. Furnish to The Borrower Representative will give the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans making of the Loans, or Letters invalidating, or having the effect of Creditinvalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) the occurrence filing or commencement of any Reportable Event with respect action, suit or proceeding against any Loan Party or a Subsidiary, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if adversely determined, would (A) reasonably be expected to result in liability of any Plan Loan Party or a Subsidiary thereof in an aggregate amount of [***] or more, not reimbursable by insurance, or (B) materially impairs the ability of any Borrower or a Subsidiary thereof to perform its obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto, together with a copy ; (d) any development in the business or affairs of the notice Loan Parties which has had or which could be expected to have, in the reasonable judgment of the Borrower Representative, a Material Adverse Effect; (e) any change in Holdings’ or its Subsidiaries’ accounting practices with regard to depreciation and/or establishing reserves for any or all of the Collateral or any other material change in any accounting practices or procedures of Holdings or its Subsidiaries, in each case no later than five (5) Business Days of such Reportable Event to the PBGC;change; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have investigation by a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunctionBorrower or Holdings including, order without limitation, any non-routine FAA audit of any Borrower or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryHoldings which could reasonably be expected to result in a Material Adverse Effect.

Litigation and Other Notices. Furnish As soon as possible and in any event within five (5) Business Days after an Authorized Officer of any Credit Party or any of their respective Subsidiaries obtains knowledge thereof, notice from an Authorized Officer of the Borrower of: (i) the filing or commencement (or threat in writing of the filing or commencement) of, or any material development in, any litigation, investigation, action or proceeding at law or in equity by or before any Governmental Authority or any other Person that affects any Credit Party, any Subsidiary of any Credit Party, any PC Entity or any of their respective businesses, properties or assets which (A) pertains to, or arises in connection with, any of the Credit Documents, any of the Transactions or any of the Fourth Amendment Transactions, (B) could reasonably be expected to result in a Material Adverse Effect or result in monetary liability in excess of $500,000 or (C) challenges, contests or otherwise calls into question (1) the validity, legality or enforceability of this Agreement, the other Credit Documents or any of the other Credit Documents, (2) the consummation of the Transactions or the Fourth Amendment Transactions by any Credit Party or any of their respective Subsidiaries or Affiliates or (3) the performance by any Credit Party of its obligations under any of the Credit Documents; 92 (ii) the occurrence of any material adverse development with respect to any litigation, investigation, action or proceeding described on Schedule 7.04(a), in each case, which notice shall specify the nature thereof and what action the applicable Credit Parties or Subsidiaries propose to take with respect thereto; (iii) any Credit Party, any Subsidiary, any PC Entity or, to the Agent, with a copy for each Bank, written notice knowledge of the following promptly after Credit Parties, any officer of their respective Licensed Personnel is currently, or hereafter becomes, subject to any federal, state, local governmental civil or criminal investigations, inquiries or audits involving and/or related to its compliance with Health Care Laws which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (iv) any written charges of licensing violations under applicable Health Care Laws involving any Credit Party, any Subsidiary or any PC Entity which, if not timely corrected, would reasonably be expected to have a Material Adverse Effect; (v) any fines or penalties imposed by any Governmental Authority under any Health Care Law against any Credit Party, any Subsidiary, any PC Entity or, to the Company knowledge of any Credit Party, any Licensed Personnel, which would reasonably be expected to have a Material Adverse Effect; (vi) any written allegations by any Governmental Authority (or any agent thereof) of fraudulent activities in violation of applicable Health Care Laws of any Credit Party, any Subsidiary, any PC Entity or, to the knowledge of any Credit Party, any Licensed Personnel, which if adversely determined, would reasonably be expected to have a Material Adverse Effect; (vii) any enforcement action taken by or on behalf of any Credit Party or any Subsidiary becomes aware of the same: (a) under any Event of Default or Unmatured Event of DefaultContinuity Agreement, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;thereof; and (bA) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment revenue of the Company has had, Credit Parties in any fiscal year in any jurisdiction outside of the United States is greater than $250,000 or would likely have, a Material Adverse Effect on the Company; (dB) the issuance by value, collectively, of all trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights, in each case, in any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy jurisdiction outside of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryUnited States is greater than $250,000.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each BankLender, promptly after any Responsible Officer of Parent or any Subsidiary obtains knowledge thereof, written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Parent or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent and the Company or any Subsidiary, including without limitation any development Subsidiaries in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Companyan aggregate amount exceeding $1,000,000; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibitingdevelopment that has resulted in, or having could reasonably be expected to result in, an Exclusion Event, including any notice by the effect OIG of prohibitingexclusion or proposed exclusion of Parent or any Subsidiary from any Medical Reimbursement Program, the Loans or Letters of Creditand any other development that has resulted in, or the initiation of any litigation or similar proceeding seeking any such injunctioncould reasonably be expected to result in, order or other restrainta Material Adverse Effect; (e) the occurrence commencement of any Reportable Event material audit of Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against Parent or any Subsidiary that could reasonably be expected to result in a suspension, revocation or termination of any contract of Parent or any Subsidiary with respect to Medicaid or Medicare, including any Plan and the action which is proposed such contract to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC;Medicare+Choice Organization; and (f) any violation as to any environmental matter receipt by the Company Parent or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an any notice of suspension or forfeiture of any certificate of authority or similar license of any HMO Subsidiary and (ii) any other material notice of deficiency, compliance order or adverse determination report issued by any regulatory authority, including any HMO Regulator, or result private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the revocation suspension or forfeiture of or have a material adverse effect on any operating permitscertification, air emission permitslicense, water discharge permitspermit, hazardous waste permits authorization or other permits held by the Company or any Subsidiary which are material to the operations of the Company or approval necessary for such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such HMO Subsidiary to any Person carry on its business as then conducted or which will require a material expenditure by in the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority termination of any injunction, order insurance or decision, or the entry by the Company or reimbursement program then available to any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any HMO Subsidiary.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Agent written notice of the following promptly after any officer Responsible Officer of the Company Lead Borrower obtains actual knowledge thereof or any Subsidiary becomes aware receipt of the samesuch document or notice, as applicable: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) any litigation investigation or proceeding affecting any Loan Party or its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; (i) the occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from, or the full or partial termination, “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which could reasonably be expected to result in the withdrawal from, or the termination, or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, could be reasonably expected to result in a Material Adverse Effect; (d) any other development specific to any Loan Party that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect; (e) any material notices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase Factoring Agreement; (f) the occurrence of (i) any default or event of default under the Term Loan Agreement or (ii) any payment default with respect to Material Indebtedness of any Loan Party; (g) the filing of any lien for unpaid Taxes against any Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate; (h) any casualty or other insured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding; (i) any loss, damage or destruction to a significant portion of Collateral, whether or not covered by insurance; (j) the filing or commencement ofasserting of any Lien by customs or revenue authority against any Loan Party in excess of $1,000,000, individually, or receipt of notice of intention $2,500,000, in the aggregate; (k) the failure by any Loan Party to pay rent under any Real Estate leases which, individually or in the aggregate, could reasonably be excepted to have a Material Adverse Effect; (l) any default under any Contractual Obligation of any person Loan Party or its Subsidiaries, which could reasonably be expected to file have a Material Adverse Effect; and (i) any release or commence, discharge by any action, suit Loan Party or proceeding, whether at law or in equity or by or before its Subsidiaries of any Materials of Environmental Concern required to be report under applicable Environmental Laws to any Governmental Authority, against unless the Company total Environmental Costs arising out of such release or any Subsidiary which has had or would likely discharge could not reasonably have a Material Adverse Effect on the Company; and (cii) any development affecting condition, circumstance, occurrence or relating event not previously disclosed in writing to the Company Agent that could reasonably be expected to result in liability or any Subsidiaryexpense under applicable Environmental Laws, including without limitation any development in litigationunless the total Environmental Costs arising out of such condition, that in the reasonable judgment of the Company has hadcircumstance, occurrence or would likely have, event could not reasonably be expected to have a Material Adverse Effect Effect, or could not reasonably be expected to result in the imposition of any lien or other material restriction on the Company; (d) the issuance by any Governmental Authority title, ownership or transferability of any injunctionfacilities and properties owned, orderleased or operated by the Loan Parties or any of their Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of and (iii) any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the proposed action which is proposed to be taken by any Loan Party or any of its Subsidiaries that could reasonably be expected to subject the any Loan Party or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless the total Environmental Costs arising out of such proposed action could not reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 6.05 shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and stating what action the Loan Party or its Subsidiary proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement or the Senior Secured Note Indentures; (c) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrowers or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the CompanyEffect; (d) (i) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, orderalone or together with any other ERISA Events that have occurred, decision could reasonably be expected to result in liability of the Borrowers or any ERISA Affiliate in an aggregate amount exceeding $l0,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other restraint prohibitingForeign Benefit Events that have occurred, or having the effect of prohibitingcould reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Loans or Letters of Credit, Borrowers or the initiation applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of any litigation its financial officer setting forth the details as to such ERISA Event(s) or similar proceeding seeking any Foreign Benefit Event(s) (as applicable) and the action, if any, that such injunction, order or other restraintentity proposes to take with respect thereto; (e) the occurrence of any Reportable Event with respect development that has resulted in, or could reasonably be expected to any Plan and the action which is proposed to be taken with respect theretoresult in, together with a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as to any environmental matter change in the Lead Borrower’s corporate rating by S&P, in the Company Lead Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the U.S. Term Loan Facility by S&P or ▇▇▇▇▇’▇, or any Subsidiary notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the commencement of any judicial U.S. Term Loan Facility on a “CreditWatch” or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company “WatchList” or any Subsidiary which are material to the operations of the Company or such Subsidiarysimilar list, in each case with negative implications, or (ii) which will its cessation of, or threatens its intent to impose a material liability on cease, rating the Company Lead Borrower or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationU.S. Term Loan Facility; orand (g) the issuance by any Governmental Authority occurrence of any injunction, order or decision, or material fraud that involves management employees who have a significant role in the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business internal controls over financial reporting of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryLoan Parties, in each case, as described in Securities Laws.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, written notice of Administrative Agent (who will furnish such information to the following promptly after any officer of the Company or any Subsidiary becomes aware of the same:Lenders): (a) prompt written notice of any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) prompt written notice of the filing or commencement of, or receipt of any threat or notice of intention of any person or class to file or commence, any action (including a class action), suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against the Company any Loan Party or any Subsidiary which has had or of its Subsidiaries that would likely have reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) prompt written notice of the occurrence of any development affecting or relating to ERISA Event described in clause (b) of the Company definition thereof or any Subsidiaryother ERISA Event that, including without limitation alone or together with any development other ERISA Events that have occurred, would reasonably be expected to result in litigationliability of any Loan Party or any of its Subsidiaries, that either individually or in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Companyan aggregate amount exceeding $5,000,000; (d) any notice delivered by or on behalf of (x) Sabine to the issuance by any Governmental Authority holders of any injunction, order, decision the Sabine Notes or other restraint prohibiting, or having (y) the effect of prohibiting, borrower under the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintCSH Credit Agreement; (e) the occurrence any notice of any Reportable Event with default or event of default under any agreement in respect to of Indebtedness (other than the Loan Documents) of any Plan and the action which is proposed to be taken with respect theretoLoan Party, together with a copy CQP or Sabine in excess of the notice of such Reportable Event to the PBGC$10,000,000; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement notice of any judicial default or administrative proceeding relating to healthtermination received by Sabine of which any Loan Party has knowledge under any TUA, safety other Material Project Document or environmental matters Phase 2-Stage 1 EPC Arrangement (i) in which an adverse determination or result could result as such terms are defined in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orSabine Indenture); (g) the issuance by any Governmental Authority prompt written notice of any injunction, order or decisiondevelopment that has resulted in, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agencywould reasonably be expected to result in, materially restricting the business a Material Adverse Effect; and (h) prompt written notice of the Company entering into any agreement that would constitute or any Subsidiary or concerning any material business practice give rise to a Change of the Company or any SubsidiaryControl.

Litigation and Other Notices. Furnish to TCO and the Agent, with a copy for each Bank, Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against the Company any Schedule 3, Affirmative Covenants Tensar Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting or relating to ERISA Event described in clause (b) of the Company definition thereof or any Subsidiaryother ERISA Event that, including without limitation alone or together with any development other ERISA Events that have occurred, could reasonably be expected to result in litigation, that in the reasonable judgment liability of the Company has had, or would likely have, a Material Adverse Effect on Tensar Parties and the CompanySubsidiaries in an aggregate amount exceeding $500,000; (d) any of the issuance following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any injunction, order, decision occurrence or other restraint prohibitingcondition at any Mortgaged Property, or having on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the effect of prohibitingownership, the Loans occupancy, transferability or Letters of Credit, or the initiation of use thereof under any litigation or similar proceeding seeking any such injunction, order or other restraintEnvironmental Law; (e) the occurrence any Asset Sale, Equity Issuance or incurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy Financing Obligations not otherwise permitted by Section 1.01 of the notice of such Reportable Event to the PBGC;Schedule 4; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarydevelopment that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy Administrative Agent for distribution to each Bank, Lender prompt written notice (or in the case of clause (g), copies of the following promptly after any officer specified documents, which shall be required to be delivered to the Administrative Agent only) of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to the Company or any Subsidiary, including without limitation any development result in litigation, that in the reasonable judgment liability of the Company has had, or would likely have, a Material Adverse Effect on Borrower and the CompanySubsidiaries in an aggregate amount exceeding $5,000,000; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibitingdevelopment that has resulted in, or having the effect of prohibitingcould reasonably be expected to result in, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) either S&P or ▇▇▇▇▇'▇ having notified the occurrence Borrower or any Subsidiary of (i) its cessation of, or its intent to cease, rating the Credit Facilities, (ii) any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy change in such agency's ratings of the notice of Credit Facilities, or (iii) such Reportable Event agency's intent to effect such a change or to place the PBGC;Borrower or the Credit Facilities on a "CreditWatch" or "WatchList" or any similar list, in each case with negative implications; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to healtheach notice, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits report or other permits held by the Company or any Subsidiary which are material document delivered to the operations administrative agent or collateral agent under the Second Lien Credit Agreement or to the Second Lien Lenders that is not duplicative of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarythose otherwise delivered hereunder.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after any officer Responsible Officer of the Company Borrower or any Relevant Subsidiary becomes aware of the sameobtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Subsidiary of its Relevant Subsidiaries as to which has had or would likely an adverse determination could reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any other development affecting or relating specific to the Company Borrower or any Subsidiary, including without limitation any development in litigation, of its Relevant Subsidiaries that in the reasonable judgment is not a matter of the Company general public knowledge and that has had, or would likely could reasonably be expected to have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, ordertogether with all other ERISA Events that have occurred, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintcould reasonably be expected to have a Material Adverse Effect; (e) upon reasonable written Lender request, any change in the occurrence information provided in the Beneficial Ownership Certification that would result in a change to the list of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice beneficial owners identified in parts (c) or (d) of such Reportable Event to the PBGCcertification; (f) promptly, but in any violation as to event within five (5) Business Days after receipt thereof by any environmental matter by the Company Loan Party, a copy of any form of notice, summons, citation, proceeding or order received from any State Pipeline and Injection/Disposal Well Regulatory Agency or any Subsidiary or the commencement of other Governmental Authority asserting jurisdiction over any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations portion of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orMidstream Assets; (g) in the issuance event any Loan Party intends to issue or incur any Permitted Junior Debt as permitted by Section 6.01(o), at least five (5) Business Days’ (or such shorter period of time as the Administrative Agent may reasonably agree) prior written notice of such intended offering therefor, the amount thereof and the anticipated date of closing and, when available, will furnish a copy of the preliminary term sheet and offering memorandum, indenture, note purchase agreement or term loan agreement and, promptly after closing, the final offering memorandum, indenture, note purchase agreement or term loan agreement applicable to such Permitted Junior Debt; and (h) to the extent not included in any public filings required to be filed with the SEC, promptly after the filing thereof, copies of all tax returns filed by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryLoan Party.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender written notice of the following promptly after (and, in any officer event, within three Business Days following the occurrence thereof), accompanied by a statement of a Responsible Officer of the Company or any Subsidiary becomes aware Borrower setting forth details of the sameoccurrence referred to therein and stating what action the relevant Company proposes to take with respect thereto: (a) the occurrence of any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any actionlitigation or proceeding affecting any Company that, suit or proceedingif adversely determined, whether at law or could reasonably be expected to result in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Companyand, in any case, any litigation or proceeding affecting any Company which relates to any Loan Document; (c) any development affecting that has resulted, or relating would reasonably be expected to the Company or any Subsidiaryresult, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadBorrower, or would likely have, in a Material Adverse Effect on the CompanyEffect; (d) the issuance occurrence of a Casualty Event of $2,500,000 or more (whether or not covered by any Governmental Authority insurance and determined without regard to the dollar limitation set forth in the definition of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintCasualty Event); (e) the following events, as soon as possible and in any event within 10 days after any Responsible Officer of any Loan Party knows thereof: (i) the occurrence of any Reportable Event with respect to any Plan, the determination that any Plan and is in “at risk” status (within the action meaning of Section 430 of the Code or Section 303 of ERISA), the creation of any Lien with respect to a Plan in favor of the PBGC or a Plan or any withdrawal by a Company or a Commonly Controlled Entity from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or determination that any Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (ii) the termination of any Plan in a non-standard termination; (iii) that a Plan has failed to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 302 or 304 of ERISA with respect to a Plan; (iv) that any contribution required to be made with respect to a Plan or Multiemployer Plan has not been timely made; (v) that a Plan has been or may be terminated, subject to a Reorganization, partitioned or declared Insolvent under Title IV of ERISA; (vi) that a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA exceed the current value of such Plan’s assets, determined in accordance with the actuarial assumptions used for funding such Plan pursuant to Section 412 of the Code for the applicable plan year; (vii) that proceedings may be or have been instituted to terminate or appoint a trustee to administer a Plan which is proposed subject to be taken with respect theretoTitle IV of ERISA; (viii) the adoption of, together with a copy or the commencement of contributions to, any Plan subject to Title IV of ERISA or Section 412 of the notice Code or Section 302 of such Reportable Event ERISA by any Company or Commonly Controlled Entity; or (ix) the adoption of any amendment to a Plan subject to Title IV of ERISA or Section 412 of the PBGCCode or Section 302 of ERISA which results in a material increase in contribution obligations of a Company or any Commonly Controlled Entity; (f) any violation as to any environmental matter upon request by the Administrative Agent, copies of (i) annual reports (Form 5500 Series) filed by any Company or any Subsidiary or Commonly Controlled Entity with the commencement of any judicial or administrative proceeding relating Employee Benefits Security Administration with respect to healtheach Plan, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will the most recent actuarial valuation report for each Plan, (iii) any records, documents or threatens other information with respect to impose a material liability on plan furnished to the Company PBGC pursuant to Section 4010 of ERISA, (iv) any notice from a Multiemployer Plan sponsor and (v) such other information, documents or such Subsidiary governmental reports or filings relating to any Person or which will require a material expenditure by Plan as the Company or such Subsidiary to cure any alleged problem or violation; orAdministrative Agent shall reasonably request; (g) the issuance receipt by any Governmental Authority Company of any injunction, order written notice of any Environmental Claim or decisionviolation of or potential liability under any Environmental Laws, or discovery by any Company that there exists a condition that has resulted, or could reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Laws, except for Environmental Claims, violations, potential liabilities and liabilities the entry by consequence of which would not reasonably be expected to result in a Material Adverse Effect; and (h) the Company incurrence of any Lien (other than Permitted Liens) on, or claim asserted against, all or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business material portion of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryCollateral.

Litigation and Other Notices. Furnish to The Borrower will give the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance against a Borrower or a Guarantor by any court or Governmental Authority Body of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans making of the Loan, or Letters invalidating, or having the effect of Creditinvalidating, any provision of this Agreement or the other Loan Documents that would materially adversely affect the Lenders' ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) the occurrence filing or commencement of any Reportable Event with respect action, suit or proceeding against the Borrower or any of its Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Body, (i) which is material and is brought by or on behalf of any Governmental Body, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of the Borrower or a Subsidiary thereof in an aggregate amount of $5,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of the Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Plan Note or any other Loan Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (fd) notices given or received (with copies thereof) with respect to the Credit Facility, Subordinated Debt Documents or any other subordinated indebtedness; and (e) any violation as to any environmental matter by development in the Company business or affairs of the Borrower or any Subsidiary of its Subsidiaries which has had or the commencement of any judicial or administrative proceeding relating which is likely to healthhave, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations reasonable judgment of the Company or such SubsidiaryBorrower, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy Administrative Agent (for each Bank, Lender) written notice of the following promptly and in any event within five Business Days after any officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any known threat or notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the any Company or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be expected to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint[Reserved]; (e) the occurrence institution of any Reportable Event with respect investigation or proceeding against such person to terminate (or that could reasonably be expected to result in the termination of) the contract of any Plan and of the action which is proposed HMO Subsidiaries to be taken with respect thereto, a Medicare Advantage Program contractor or state Medicaid Program contractor or its status under any Medical Reimbursement Program or any investigation or proceeding that could reasonably be expected to result in an Exclusion Event; (f) its receipt of any notice of intent to exclude or any notice of proposal to exclude issued by the OIG (together with a copy of the notice of any such Reportable Event to the PBGCnotice); (fg) any violation as to any environmental matter by the Company or any Subsidiary or the commencement its receipt of any judicial notice of, compliance order or administrative proceeding relating adverse reporting regarding loss or threatened loss of accreditation, loss of participation under any reimbursement program or loss of applicable health care license or certificate of authority of any HMO Subsidiary, and any other material deficiency notices, compliance orders or adverse reports issued by any HMO Regulator or other Governmental Authority or private insurance company pursuant to healtha provider agreement that, safety if not promptly complied with or environmental matters (i) in which an adverse determination or result cured, could result in the revocation suspension or forfeiture of any license, certification, or have accreditation necessary for such HMO Subsidiary to carry on its business substantially as then conducted or the termination of any insurance or reimbursement program available to any HMO Subsidiary (in each case together with a copy of any such notice); (h) its receipt of any correspondence from an HMO Regulator asserting that Borrower or any of its Subsidiaries is not in compliance in all material adverse effect on respects with HMO Regulations or threatening action against Borrower or any of its Subsidiaries under the HMO Regulations (together with a copy of such correspondence); (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral; and (j) with respect to any HMO Subsidiary operating permitsin a state that has adopted the NAIC definition of Company Action Level, air emission permits, water discharge permits, hazardous waste permits any failure of such HMO Subsidiary to maintain its capital reserve requirements at or other permits held by above the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryAction Level.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after upon any officer of the Company or any Subsidiary becomes aware of the sameLoan Party’s knowledge thereof: (a) the occurrence of any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof, the date of occurrence thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written (including by email or other electronic means) threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the Company;Effect; [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings, the Company or any Subsidiary, including without limitation any development Borrower and its Subsidiaries in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Companyan aggregate amount exceeding $1,000,000; (d) the issuance by any Governmental Authority of any injunction, order, decision development or other restraint prohibitingevent that has resulted in, or having the effect of prohibitingcould reasonably be expected to result in, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) any default or event of default (in each case, after taking into account applicable cure or grace periods) under any Contractual Obligation (other than the occurrence Loan Documents) of Holdings, the Borrower or any Reportable Event with respect of their respective Subsidiaries that would reasonably be expected to any Plan and the action which is proposed to be taken with respect thereto, together with have a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as notices of default received by any Loan Party from, or notices of default furnished to, any holder which is not an Affiliate of Holdings of Material Indebtedness and not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any environmental matter by the Company or any Subsidiary or the commencement other clause of any judicial or administrative proceeding relating to health, safety or environmental matters this Section 5.05 (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationtogether with copies thereof); orand (g) the issuance any damage or destruction to Collateral that is reasonably and in good faith determined by any Governmental Authority Borrower to be in an amount in excess of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary$1,000,000.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Agent written notice of the following promptly after any officer Responsible Officer of the Company Lead Borrower obtains actual knowledge thereof or any Subsidiary becomes aware receipt of the samesuch document or notice, as applicable: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) any litigation investigation or proceeding affecting any Loan Party or its Subsidiaries that could reasonably be expected to have a Material Adverse Effect; (i) the occurrence or expected occurrence of any Reportable Event (or similar event) with respect to any Single Employer Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the creation of any Lien on the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from, or the full or partial termination, “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries or any Commonly Controlled Entity or any Multiemployer Plan which couldwould reasonably be expected to result in the withdrawal from, or the termination, or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, couldwould be reasonably expected to result in a Material Adverse Effect; (d) any other development specific to any Loan Party that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect; (e) any material notices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase Factoring Agreement; (f) the occurrence of (i) any default or event of default under the Term Loan Agreement or (ii) any payment default with respect to Material Indebtedness of any Loan Party; (g) the filing of any lien for unpaid Taxes against any Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate; (h) any casualty or other insured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding; (i) any loss, damage or destruction to a significant portion of Collateral, whether or not covered by insurance; (j) the filing or commencement ofasserting of any Lien by customs or revenue authority against any Loan Party in excess of $1,000,000, individually, or receipt of notice of intention $2,500,000, in the aggregate; (k) the failure by any Loan Party to pay rent under any Real Estate leases which, individually or in the aggregate, could reasonably be excepted to have a Material Adverse Effect; (l) any default under any Contractual Obligation of any person Loan Party or its Subsidiaries, which could reasonably be expected to file have a Material Adverse Effect; and (i) any release or commence, discharge by any action, suit Loan Party or proceeding, whether at law or in equity or by or before its Subsidiaries of any Materials of Environmental Concern required to be report under applicable Environmental Laws to any Governmental Authority, against unless the Company total Environmental Costs arising out of such release or any Subsidiary which has had or would likely discharge could not reasonably have a Material Adverse Effect on the Company; and (cii) any development affecting condition, circumstance, occurrence or relating event not previously disclosed in writing to the Company Agent that could reasonably be expected to result in liability or any Subsidiaryexpense under applicable Environmental Laws, including without limitation any development in litigationunless the total Environmental Costs arising out of such condition, that in the reasonable judgment of the Company has hadcircumstance, occurrence or would likely have, event could not reasonably be expected to have a Material Adverse Effect Effect, or could not reasonably be expected to result in the imposition of any lien or other material restriction on the Company; (d) the issuance by any Governmental Authority title, ownership or transferability of any injunctionfacilities and properties owned, orderleased or operated by the Loan Parties or any of their Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of and (iii) any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the proposed action which is proposed to be taken by any Loan Party or any of its Subsidiaries that could reasonably be expected to subject the any Loan Party or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless the total Environmental Costs arising out of such proposed action could not reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 6.056.05 shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and stating what action the Loan Party or its Subsidiary proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to the Administrative Agent (which shall promptly transmit such notice to the Lenders) and, in the case of clause (a) below, the Revolving Administrative Agent, with a copy for each Bank, written notice of the following promptly after obtaining knowledge thereof (and, in any officer event, within five Business Days (or three Business Days in the case of the Company or any Subsidiary becomes aware of the same:clause (j) below) after obtaining knowledge thereof): (a) any Default or Event of Default or Unmatured Event of Defaultthat is continuing, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (a) any dispute, litigation, investigation or proceeding between any Loan Party and any arbitrator or Governmental Authority, (b) the filing or commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including pursuant to any applicable Environmental Laws, (c) the occurrence of any violation by any Loan Party or any of its Subsidiaries of, or liability under, any Environmental Law, or (d) the occurrence of any ERISA Event that, in any such case referred to in clauses (a), (b), (c) or (d) of this Section 5.02(b), has resulted or would reasonably be expected to result in a Material Adverse Effect. (b) the filing or commencement of, or receipt of any threat in writing or written notice of intention of any person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority (including but not limited to alleged violations of any Environmental Laws), (i) against the any Company or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be expected to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority Responsible Officer of any injunction, order, decision or Loan Party shall become aware of the incurrence of any Lien (other restraint prohibitingthan Permitted Liens) on, or claim asserted against, any of the Collateral having the effect a value in excess of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint$1,000,000; (e) copies of (i) all regular, periodic or special reports of each Loan Party filed with the occurrence Securities and Exchange Commission, (ii) all registration statements of any Reportable Event each Loan Party filed with respect the Securities and Exchange Commission (other than on Form S-8) and (iii) all proxy statements made to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGCsecurity holders generally; (f) any violation as with respect to any environmental matter by the Company Organizational Documents or any Subsidiary agreement or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters instrument governing Material Indebtedness: (i) in which an adverse determination or result could result in the revocation notice and copies of or have a any material adverse effect on any operating permitsamendment, air emission permitsrestatement, water discharge permits, hazardous waste permits supplement or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarymodification thereto, or termination thereof; and (ii) which will notice of any default by Holdings and its Subsidiaries thereunder, or threatens receipt of any written notice of any counterparty thereto of any intent to impose a material liability on the Company or exercise any remedy available to such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orcounterparty thereunder; (g) the issuance by any Governmental Authority existence of any injunctioncurrent or potential material liabilities of Holdings, order or decisionthe Borrower, any other Subsidiary, or any of their ERISA Affiliates in respect of any Plan or Multiemployer Plan; (h) the entry by occurrence of any ERISA Event; (i) any material reduction in amount of, or material change in coverage under, the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business insurance policies of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryCompanies; and (j) a default pursuant to Section 6.09(b).

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Collateral Agent and each Bank, Lender written notice of the following promptly after a Responsible Officer of any officer of the Company Loan Party or any Subsidiary becomes aware lawyer of the sameany Loan Party's in-house legal staff has knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the any Company or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely have, could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (d) the issuance occurrence of a Casualty Event with respect to Collateral or with respect to any other Property if such occurrence could reasonably be expected to result in a Material Adverse Effect; (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could reasonably be expected materially and adversely affect the value of the Collateral; (f) any threatened indictment by any Governmental Authority of any injunctionLoan Party, orderas to which any Loan Party receives or notice, decision under any criminal statute against any Loan Party pursuant to which statute the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $1 million or (ii) any other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation Property of any litigation Loan Party which is necessary or similar proceeding seeking any such injunction, order or other restraint;material to the conduct of its business if the forfeiture thereof could reasonably be expected to occur and have a Material Adverse Effect; and (eg) any receipt by any Loan Party of a notice of termination of any Material Agreement or the occurrence of any Reportable Event event or condition which would, with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy passage of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary time or the commencement giving of notice or both, permit the termination of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Agreements.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable ERISA Event that, alone or together with respect any other ERISA Events that have occurred, could reasonably be expected to any Plan result in liability of the Borrower and the action which is Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto; (d) the occurrence of a material non-exempt prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code) with respect to the ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto; (e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with a copy copies of the notice of each such Reportable Event to the PBGCletter; (f) any violation as to any environmental matter the receipt by the Company Borrower or any Subsidiary of its Subsidiaries of notice of any audit, investigation, litigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the commencement ESOT, which could reasonably be expected to subject the Borrower or any of any judicial its Subsidiaries to liability, individually or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation aggregate, in excess of or have a material adverse effect on any operating permits$1,000,000, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations together with copies of the Company or each such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; ornotice and copies of all subsequent correspondence relating thereto; (g) the issuance by any Governmental Authority occurrence of any injunction, order amendment to any of the ESOP Plan Documents; (h) the Borrower’s knowledge that at any time on or decision, after the Closing Date the Borrower is not taxable as a Subchapter S corporation as such term is defined in Section 1361 of the Code or that the entry by ESOT is subject to tax imposed under the Company Code with respect to any item of income or loss of the Borrower or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company Borrower; and (i) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. For purposes of this Section 5.05, the Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any Plan of which the Borrower or any Subsidiary or concerning any material business practice of is the Company or any Subsidiaryplan sponsor.

Litigation and Other Notices. (a) Furnish to the Administrative Agent, with a copy for each Bank, Issuing Bank and each Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (ai) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof (if such Event of Default or Default, as applicable, is still continuing), any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (bii) promptly (and in any event within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Joint Venture that could reasonably be expected to result in a Material Adverse Effect on the Company;Effect; and (ciii) promptly (and in any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment event within five Business Days) after a Responsible Officer of the Company Borrower obtains knowledge thereof, any other development that has hadresulted in, or would likely havecould reasonably be expected to result in, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunctionEffect; provided, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters paragraphs (i) in which an adverse determination or result could result in through (iii) above, the revocation of or Borrower shall be deemed to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material provided notice to the operations of the Company or extent such Subsidiaryevent warranting notice under paragraphs (i), or (ii) which will or threatens to impose a material liability on (iii) has been expressly disclosed in the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orBorrower’s Exchange Act Filings. (gb) Furnish to the issuance by any Governmental Authority Administrative Agent, each Issuing Bank and each Lender prompt written notice of any injunctionchange in the Borrower’s corporate rating by S&P, order or decisionin the Borrower’s corporate family rating by ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the entry by the Company Borrower on a “CreditWatch” or “WatchList” or any Subsidiary into an agreement similar list, in each case with any Governmental Agencynegative implications, materially restricting or its cessation of, or its intent to cease, rating the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryBorrower.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement; (c) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrowers or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the CompanyEffect; (d) (i) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, orderalone or together with any other ERISA Events that have occurred, decision could reasonably be expected to result in liability of the Borrowers or any ERISA Affiliate in an aggregate amount exceeding $10,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other restraint prohibitingForeign Benefit Events that have occurred, or having the effect of prohibitingcould reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Loans or Letters of Credit, Borrowers or the initiation applicable Restricted Subsidiary will also furnish to the Administrative Agent and each Lender a statement of any litigation its financial officer setting forth the details as to such ERISA Event(s) or similar proceeding seeking any Foreign Benefit Event(s) (as applicable) and the action, if any, that such injunction, order or other restraintentity proposes to take with respect thereto; (e) the occurrence of any Reportable Event with respect development that has resulted in, or could reasonably be expected to any Plan and the action which is proposed to be taken with respect theretoresult in, together with a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as to any environmental matter change in the Lead Borrower’s corporate rating by S&P, in the Company Lead Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the U.S. Term Loan Facility, the Tranche A Term Loan Facility or the Tranche C Term Loan Facility by S&P or ▇▇▇▇▇’▇, or any Subsidiary notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower, the U.S. Term Loan Facility, the Tranche A Term Loan Facility or the commencement of any judicial Tranche C Term Loan Facility on a “CreditWatch” or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company “WatchList” or any Subsidiary which are material to the operations of the Company or such Subsidiarysimilar list, in each case with negative implications, or (ii) which will its cessation of, or threatens its intent to impose a material liability on cease, rating the Company Lead Borrower, the U.S. Term Loan Facility, the Tranche A Term Loan Facility or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationTranche C Term Loan Facility; orand (g) the issuance by any Governmental Authority occurrence of any injunction, order or decision, or material fraud that involves management employees who have a significant role in the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business internal controls over financial reporting of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryLoan Parties, in each case, as described in Securities Laws.

Litigation and Other Notices. Furnish The Borrowers will furnish to the Agent, with a copy for each Bank, Holders prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) within 30 days of filing, the filing or commencement of, of or receipt of any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, by or against the Company any Credit Party, any of its Subsidiaries or any Subsidiary Affiliate thereof which has had or would likely could reasonably be expected to have a Material Adverse Effect on the CompanyEffect, and any judgments entered against any Credit Party or any of its Subsidiaries; (c) at least 15 days and no more than 60 days prior notice of any Change of Control, to the extent that the Borrowers have notice of such Change of Control; (d) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havereasonably be expected to result in, a Material Adverse Effect on (including any enforcement, remedial or other governmental regulatory or other action instituted, completed or threatened in writing against the Company; (d) the issuance Credit Parties pursuant to any applicable Environmental Law, and any claim made by any Governmental Authority Person against the Credit Parties relating to liability in respect of any injunctionHazardous Material, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintwhich in each case would reasonably be expected to result in a Material Adverse Effect); (e) the occurrence any material change in accounting policies or financial reporting practices by any Credit Party or any of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGCits Subsidiaries; (f) any violation of the following if the same would reasonably be expected to result in liability or loss to one or more Credit Parties, either individually or in the aggregate, in excess of $100,000: (i) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against any Credit Party or any of their respective Property pursuant to any applicable Environmental Law, (ii) any other Environmental Claim, and (iii) any environmental or similar condition on any Real Property adjoining the Property of any Credit Party that could reasonably be anticipated to cause such Credit Party’s Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Law; (g) as soon as possible after, and in any event within 10 days after any Responsible Officer of any Borrower or any ERISA Affiliate knows or has reason to know of, any ERISA Event that alone or together with any other ERISA Event could reasonably be expected to result in liability of such Borrower or such ERISA Affiliate in respect of each employee benefit plan as defined in Section 3(3) of ERISA or any other plan described in Section 4.19(a) in an aggregate amount exceeding $100,000, together with a statement of a Financial Officer of such Credit Party setting forth details as to any environmental matter by such ERISA Event and the Company action, if any, that such Credit Party proposes to take with respect thereto; and (h) the creation, establishment or acquisition of any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority Credit Party of any injunctionEquity Interests or warrant, order option or decision, or the entry similar agreement to a Person other than another Credit Party. Each notice pursuant to this Section 5.5 shall be accompanied by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business a written statement by a Responsible Officer on behalf of the Company or any Subsidiary or concerning any material business practice Borrowers setting forth details of the Company occurrence referred to therein, and stating what action the Borrowers propose to take with respect thereto and at what time. Each notice under Section 5.5(a) shall describe with particularity any and all clauses or any Subsidiaryprovisions of this Agreement or other Investment Document that have been breached or violated.

Litigation and Other Notices. Furnish to TCH and the Agent, with a copy for each Bank, Purchasers prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against the Company any Tensar Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the Company;Effect; Schedule 3, Affirmative Covenants (c) the occurrence of any development affecting or relating to ERISA Event described in clause (b) of the Company definition thereof or any Subsidiaryother ERISA Event that, including without limitation alone or together with any development other ERISA Events that have occurred, could reasonably be expected to result in litigation, that in the reasonable judgment liability of the Company has had, or would likely have, a Material Adverse Effect on Tensar Parties and the CompanySubsidiaries in an aggregate amount exceeding $500,000; (d) any of the issuance following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability excess of $500,000, (2)any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any injunction, order, decision occurrence or other restraint prohibitingcondition at any Mortgaged Property, or having on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the effect of prohibitingownership, the Loans occupancy, transferability or Letters of Credit, or the initiation of use thereof under any litigation or similar proceeding seeking any such injunction, order or other restraintEnvironmental Law; (e) the occurrence any Asset Sale, Equity Issuance or incurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy Financing Obligations not otherwise permitted by Section 1.01 of the notice of such Reportable Event to the PBGC;Schedule 4; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarydevelopment that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to TCO and the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against the Company any Tensar Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting or relating to ERISA Event described in clause (b) of the Company definition thereof or any Subsidiaryother ERISA Event that, including without limitation alone or together with any development other ERISA Events that have occurred, could reasonably be expected to result in litigation, that in the reasonable judgment liability of the Company has had, or would likely have, a Material Adverse Effect on Tensar Parties and the CompanySubsidiaries in an aggregate amount exceeding $500,000; (d) any of the issuance following environmental matters, specifying the nature and extent thereof and the proposed response thereto, (1) any violation of Environmental Law, or Release or threatened Release of Hazardous Materials, that could reasonably be expected to require remedial action or give rise to Environmental Liability in excess of $500,000, (2) any remedial action taken by any Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release of Hazardous Materials that could reasonably be expected to result in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any injunction, order, decision occurrence or other restraint prohibitingcondition at any Mortgaged Property, or having on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the effect of prohibitingownership, the Loans occupancy, transferability or Letters of Credit, or the initiation of use thereof under any litigation or similar proceeding seeking any such injunction, order or other restraintEnvironmental Law; (e) the occurrence any Asset Sale, Equity Issuance or incurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy Financing Obligations not otherwise permitted by Section 1.01 of the notice of such Reportable Event to the PBGC;Schedule 4; and (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiarydevelopment that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for each Bank, other Agent and each Lender written notice of the following promptly after (and in any officer event within five Business Days) upon a Responsible Officer of the Company AbitibiBowaterResolute or any Subsidiary becomes aware of the same:its Subsidiaries obtaining knowledge thereof: -153- (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt any notice to AbitibiBowaterResolute, any Borrower or any of notice their Subsidiaries of the intention of any person Person to file or commence, any action, suit or proceeding, proceeding (whether at law or in equity or by or before any Governmental Authority, against the Company Authority or any Subsidiary which has had arbitrator) against AbitibiBowaterResolute, any Borrower or would likely have any Affiliate thereof (i) could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be anticipated to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, orderalone or together with other ERISA Events that have occurred, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;could reasonably be expected to have a Material Adverse Effect. (e) the occurrence any material casualty or other insured damage to any material portion of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; Collateral (fincluding Mortgaged Property) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial action or administrative proceeding relating to health, safety for the taking or environmental matters expropriation of any Collateral (iincluding Mortgaged Property) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations part thereof or material interest therein under power of the Company eminent domain or such Subsidiary, by condemnation or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationsimilar proceeding; orand (gf) the issuance by any Governmental Authority commencement of any injunctiona Dominion Period, order a Compliance Period or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarya Weekly Borrowing Base Period.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, MLC written notice of the following promptly after (and, in any officer event, within five (5) Business Days of the Company occurrence thereof (and in the case of any written threat or notice of intention referred to in clause (b) below, within five (5) Business Days of the date on which any Subsidiary Responsible Officer of a Transaction Party becomes aware or should have become aware of the same:such occurrence)): (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;; ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit or proceedingProceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Company any Transaction Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on or (ii) with respect to any PESRM Transaction Document or the CompanyPESIC-PESRM ISDA Master Agreement, provided that with respect the PESIC-PESRM ISDA Master Agreement, if such Proceeding is in respect of PESIC, PESRM has knowledge thereof; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted in, or would likely havecould reasonably be expected to result in, a Material Adverse Effect on the CompanyEffect; (d) the issuance by occurrence of a Casualty Event (i) to any Governmental Authority portion of Collateral in excess of $[**] or (ii) to any portion of the assets of the Transaction Parties of any injunctiontype whatsoever, order, decision or other restraint prohibiting, or having the effect in excess of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint$[**]; (e) the occurrence of any Reportable Event with respect (i) all material amendments to any Plan and the action which is proposed agreements related to be taken with respect thereto, Material Indebtedness (together with a copy of each such amendment) and (ii) any default, event of default, termination event, early termination event or force majeure, under any of the notice foregoing agreements (other than the Senior Secured Credit Facility Documents) or any event related thereto which with the giving of notice, the passage of time, or both, could result in such Reportable Event to the PBGC;a default; and (f) any violation as Lien (other than Permitted Liens) or claim that to PESRM’s knowledge has been made or asserted against any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryCollateral.

Litigation and Other Notices. Furnish Loan Parties shall furnish to the Agent, with a copy for distribution to each BankLender, prompt written notice when any Responsible Officer of any Loan Party has obtained knowledge of any of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event the occurrence of a Default or Unmatured an Event of Default, specifying the nature and extent thereof and the corrective action steps (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Company any Loan Party or any Subsidiary which has had or would likely have that could reasonably be expected to result in a Material Adverse Effect on the Companyor (ii) with respect to any Loan Document; (c) any development affecting violation or relating to the Company asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any SubsidiaryEnvironmental Laws), including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, if an adverse resolution could have a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority violation or asserted violation of any injunction, order, decision Anti-Terrorism Law or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintAnti-Corruption Law; (e) any Environmental Release by a Loan Party or on any property owned, leased or occupied by a Loan Party; or receipt of any Environmental Notice, in each case that could reasonably be expected to result in a Material Adverse Effect; 116 (f) the occurrence of any Reportable ERISA Event with respect to any Plan and the action which is proposed to be taken with respect theretothat, alone or together with a copy of the notice of such Reportable Event any other ERISA Events that have occurred, could reasonably be expected to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; orMaterial Adverse Effect; (g) the issuance by any Governmental Authority occurrence of any injunction, order a default or decisionan event of default under, or the entry by early termination of, any Material Contract; (h) any change in the Company 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; and (i) any Subsidiary into an agreement with any Governmental Agencyother development that has resulted in, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarycould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after any officer Responsible Officer of any of the Company or any Subsidiary becomes aware of the same: Loan Parties obtains actual knowledge thereof: (a) (i) any Event of Default or Unmatured Default or (ii) any “Event of Default” (or similar event or circumstance) under any Project Level Financing Document, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; ; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company any Loan Party or any Subsidiary of their respective Subsidiaries which has had or would likely reasonably be expected to have a Material Adverse Effect on the Company; Effect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment occurrence of an event requiring a mandatory prepayment of the Company Loans hereunder (other than with Excess Cash Flow); (d) any event specific to any of the Loan Parties, their respective Subsidiaries or the Projects that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; Effect; (e) if at any time any of the occurrence events listed in clauses (i) through (xi) of Section 7.01(k) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of the Loan Documents; (f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any Reportable Event of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto: (i) with respect to any Plan Plan, any “reportable event,” as defined in Section 4043 of ERISA and the action regulations thereunder, for which is proposed notice thereof has not been waived pursuant to be taken with respect theretosuch regulations as in effect on the date hereof; (ii) the taking by the PBGC of steps to institute, together with a copy or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Loan Party of a notice of from a Multiemployer Plan that such Reportable Event to the PBGC; events have, or are reasonably expected to, taken place; or (fiii) any violation as to any environmental matter by the Company event (including an ERISA Event), transaction or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result condition that could result in the revocation incurrence of any liability by any Loan Party pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationMaterial Adverse Effect; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.and

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for each Bankdistribution by the Administrative Agent to the Lenders, written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of DefaultDefault (including, without limitation, that any Person has given notice to any Loan Party or taken any other action with respect to any event or condition set forth in Section 10.1(g)), specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority (including any action, suit or proceeding by or subject to decision by any Gaming Authority) or in arbitration, against the Company such Loan Party or any Subsidiary of its Subsidiaries as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating communication regarding any adverse claim with respect to the Company Collateral or the Lien of the Collateral Agent on the Collateral, and promptly respond fully to any reasonable inquiry of any Agent or Lender made with respect thereto; (d) any other development specific to the Borrower or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company Subsidiaries that is not a matter of general public knowledge and that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintEffect; (e) the development or occurrence of any Reportable ERISA Event with respect to any Plan and the action which is proposed to be that, when taken with respect thereto, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a copy of the notice of such Reportable Event to the PBGC;Material Adverse Effect; and (f) promptly after the same are available, copies of any written communication to Borrower or any of its Subsidiaries from any Gaming Authority advising it of a material violation as to of, or material non-compliance with, any environmental matter Gaming Law by the Company Borrower or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiaryits Subsidiaries.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameParent Borrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Parent Borrower or any Subsidiary of its Subsidiaries as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any development affecting notice that any applicable Governmental Authority is (x) limiting, suspending or relating terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Company Parent Borrower or any Subsidiaryof its Subsidiaries that, including without limitation any development in litigationeither case, that in the reasonable judgment of the Company has had, or would likely reasonably be expected to have, a Material Adverse Effect on (except to the Companyextent that any disclosure, pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the issuance by Parent Borrower or any Governmental Authority of any injunction, order, decision or other restraint prohibitingits Subsidiaries that is not a matter of general public knowledge and that has had, or having the effect of prohibitingwould reasonably be expected to have, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) the occurrence of any Reportable ERISA Event with respect to any Plan and the action which is proposed to be taken with respect theretoor Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or[reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the issuance Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that could reasonably be expected to have a Material Adverse Effect; (h) receipt by any Loan Party of notice of the termination or suspension of, or a material default under, any Cannabis Authorizations; (i) all amendments to or breaches of any Cannabis Authorizations that have had, or would reasonably be expected to have, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority of or stock exchange with respect to any injunction, order or decision, or the entry by the Company Cannabis Authorizations or any Subsidiary regulatory or other investigations into an agreement with the Loan Parties’ business practices; and (k) any Governmental Agency, materially restricting the business of the Company rejection notice for new or renewal security clearance applications for any Subsidiary or concerning any material business practice of the Company or any SubsidiaryResponsible Person.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender or Holder prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to the Company or any Subsidiary, including without limitation any development result in litigation, that in the reasonable judgment liability of the Company has had, or would likely have, a Material Adverse Effect on Borrower and the CompanySubsidiaries in an aggregate amount exceeding $1,000,000; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibitingdevelopment that has resulted in, or having the effect of prohibitingcould reasonably be expected to result in, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) any change in the occurrence of Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇, or any Reportable Event notice from either such agency indicating its intent to effect such a change or to place the Borrower on a “CreditWatch” or “WatchList” or any similar list, in each case with respect negative implications, or its cessation of, or its intent to any Plan and cease, rating the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGCBorrower; (f) upon any violation as to officer of a Loan Party obtaining knowledge of the occurrence of, or threat of, any environmental matter by the Company Regulatory Notice Event against or affecting any Loan Party, or any Subsidiary of the Loan Parties’ Affiliates or any material aspect of the Program or the commencement of any judicial or administrative proceeding relating Program Guidelines, written notice thereof together with such other information as may be reasonably available (and able to health, safety or environmental matters (i) in which an adverse determination or result could result be disclosed in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material Loan Parties’ reasonable judgment) to the operations of Loan Parties to enable the Company or Administrative Agent, the Lenders and the Holders and their counsel to evaluate such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationmatters; orand (g) any material changes to the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company Program or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryProgram Guidelines.

Litigation and Other Notices. Furnish Holdings and the Borrower will furnish to the Agent, with a copy for each Bank, Administrative Agent prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) (i) the occurrence of any Default or Event of Default, including as a result of the occurrence of any “default” or “event of default” (however denominated) under the Revolving Credit Agreement or any other definitive documentation for the Permitted ABL Facility (it being understood that, for purposes of this clause (i), any Event of Default or Unmatured Event that refers to an opinion of Default, specifying the nature and extent thereof Required Lenders shall be deemed to instead refer to an opinion of Holdings and the corrective action Borrower, acting reasonably); or (if anyii) proposed to be taken with respect theretoHoldings or any Subsidiary receiving from (A) any lender or agent under the Revolving Credit Agreement, or any other definitive documentation for the Permitted ABL Facility, any notice alleging that a “default” or “event of default” has occurred thereunder, (B) the Crack Spread Hedging Counterparty, any notice alleging that a “default”, “event of default” or “termination event” has occurred under the Crack Spread Hedging Agreement or (C) Valero Marketing and Supply Company, or an Affiliated thereof, any notice alleging a default in the performance, observance or fulfillment of any material obligation of the Borrower under the Offtake Agreement; (b) the filing or commencement of, or receipt Holdings or any Subsidiary obtaining any knowledge of any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Holdings or any Subsidiary which has had or would likely have other Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting the Borrower or relating to the Company Seller, or any Subsidiaryof their respective Affiliates, including without limitation having made any development in litigation, that in claim for indemnification under the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the CompanyStock Purchase Agreement; (d) (i) any Casualty with respect to any material portion of the issuance by ▇▇▇▇▇ Springs Refinery or that would cost $10,000,000 or more to repair or replace and (ii) any Governmental Authority Condemnation with respect to any portion of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint▇▇▇▇▇ Springs Refinery; (e) the occurrence of any Reportable ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (f) Holdings or any Subsidiary or other Affiliate thereof becoming subject to, or receiving notice of any claim with respect to, any Environmental Liability that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (g) any other event, condition or development that has resulted 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 Responsible Officer of each of Holdings and the Borrower (i) in the case of any notice under clause (d) of this Section, setting forth a description of (A) the Casualty with respect to any Plan which it is given and their good faith estimate of the cost to repair or replace the assets affected by such Casualty or (B) the Condemnation with respect to which it is given and the book value, and their good faith estimate of the fair market value, of the property subject to such Condemnation and (ii) in the case of any other notice, setting forth the details of the event, condition or development requiring such notice and any action which is taken or proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish to the Agent, with a copy for Give each Bank, Bank prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters making of Credit, the Loans; or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (eb) the occurrence filing or commencement of any Reportable action, suit or proceeding against the Borrower or any Subsidiary, whether at law or in equity or by or before any court or any Federal, state, municipal or other governmental agency or authority as to which there is a reasonable possibility of an adverse determination and which, if adversely determined against the Borrower or such Subsidiary, could materially impair the right of the Borrower or any Guarantor to perform its obligations under this Credit Agreement or any other Loan Document or which might reasonably be expected to impair the ability of the Borrower and the Subsidiaries to carry on business substantially as then conducted or materially and adversely affect the business, assets, operations, prospects or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole; (c) any Event with respect to any Plan of Default or event or condition which, upon notice or lapse of time or both, would constitute an Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (fd) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result development in the revocation business or affairs of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company Borrower or any Subsidiary which are material to has resulted in or which is likely, in the operations reasonable judgment of the Company Borrower or such Subsidiary, or (ii) which will or threatens to impose result in a material liability on adverse change in the Company business, assets, operations, or such Subsidiary to any Person condition (financial or which will require otherwise), of the Borrower and the Subsidiaries taken as a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationwhole; orand (ge) any change in the issuance rating by S&P or Mood▇'▇ ▇▇ Index Debt or any Governmental Authority cessation of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarysuch rating.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each BankLender, promptly after any Responsible Officer of the Parent or any Subsidiary obtains knowledge thereof, written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) not later than 5 Business Days after receipt of official written notice, the filing or commencement of, or receipt of (to the extent permitted by law, rule or regulation) any threat or notice of intention of any person to file or commence, any investigation, action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Parent or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the CompanyEffect; (c) within 5 Business Days thereof, the occurrence of any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, have a Material Adverse Effect on the CompanyEffect; (d) the issuance by not later than 5 Business Days after receipt of official written notice, any Governmental Authority of any injunction, order, decision or other restraint prohibitingdevelopment that has resulted in, or having could reasonably be expected to result in, an Exclusion Event, including any notice by the effect OIG of prohibitingexclusion or proposed exclusion of the Parent or any Subsidiary from any Medical Reimbursement Program in which it participates, the Loans or Letters of Creditand any other development that has resulted in, or the initiation of any litigation or similar proceeding seeking any such injunctioncould reasonably be expected to result in, order or other restrainta Material Adverse Effect; (e) the occurrence not later than 5 Business Days after receipt of official written notice, commencement of any Reportable Event material audit of the Parent or any Subsidiary by any regulatory authority, including any HMO Regulator, and commencement of any proceeding or other action against the Parent or any Subsidiary, in each case, that could reasonably be expected to result in a suspension, revocation or termination of any material contract of the Parent or any Subsidiary with respect to Medicaid or Medicare, including any Plan and the action which is proposed such contract to be taken with respect thereto, together with a copy of the notice of such Reportable Event Medicare Advantage Organization to the PBGC;extent such suspension, revocation or termination is material to the Parent and its Subsidiaries taken as a whole; and (f) any violation as to any environmental matter receipt by the Company Parent or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the extent such suspension or forfeiture is material to the Parent and its Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse determination report issued by any regulatory authority, including any HMO Regulator, or result private insurance company pursuant to a material provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the revocation suspension or forfeiture of or have a material adverse effect on any operating permitscertification, air emission permitslicense, water discharge permitspermit, hazardous waste permits authorization or other permits held by approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the Company termination of any insurance or reimbursement program then available to any Subsidiary which are HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the operations of the Company or such SubsidiaryParent and its Subsidiaries, or (ii) which will or threatens to impose taken as a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiarywhole.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a1) any Event of continuing Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b2) the filing or commencement of, or receipt of any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Borrower or any Subsidiary of the Restricted Subsidiaries, as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on Effect, or which alleges (and as to which an adverse determination against the CompanyBorrower or any of the Restricted Subsidiaries is reasonably likely to result in) material violations of Health Care Laws; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e3) the occurrence of any Reportable ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (4) any material change in accounting policies or financial reporting practices by any Loan Party with respect to any Plan the Borrower’s Accounts and Inventory or which otherwise could reasonably be expected to affect the action which is proposed to be taken with respect thereto, together with a copy calculation of the notice of such Reportable Event to the PBGCBorrowing Base or Reserves; (f5) any violation as to any environmental matter by the Company or any Subsidiary or the commencement Borrower’s receipt of any judicial or administrative proceeding relating to health, safety or environmental matters any: (i) in which an adverse determination written notice from the FDA or result other Governmental Authority that it is limiting, suspending, adversely modifying or revoking any Healthcare Permit that could result in the revocation of or reasonably be expected to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or Material Adverse Effect; (ii) which will a written warning letter from the FDA; or threatens to impose a (iii) other written notice from the FDA or other Governmental Authority that any product manufactured, marketed, developed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or proceedings have been commenced seeking, the material liability on the Company seizure, withdrawal, recall, suspension or such Subsidiary to any Person or which will require a material expenditure detention by the Company FDA or such Subsidiary to cure any alleged problem or violationother Governmental Authority; orand (g6) any seizure, detention, suspension or recall of, or any voluntary withdrawal or recall of, or any response or commitment to the issuance by FDA or any Governmental Authority of to withdraw or recall, any injunctionproduct manufactured, order marketed, developed, sold or decision, distributed by or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business on behalf of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryBorrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent written notice of the following promptly after any officer Responsible Officer of any of the Company or any Subsidiary becomes aware of the sameLoan Parties obtains actual knowledge thereof: (a) (i) any Event of Default or Unmatured Default, (ii) any “Event of Default” or “Default” (or similar event or circumstance) under any Continental Wind Financing Document and (iii) any material breach or default under a Major Revenue Contract which breach or default permits or would permit (with the passage of time and/or giving of notice or otherwise) the termination of such Major Revenue Contract by any party thereto, in each case specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or written notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company any Loan Party or any Subsidiary of their respective Subsidiaries which has had or would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment occurrence of an event requiring a mandatory prepayment of the Company Loans hereunder (other than with Excess Cash Flow); (d) any event specific to any of the Loan Parties, their respective Subsidiaries or the Projects that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintEffect; (e) if at any time any of the occurrence events listed in clauses (i) through (xi) of Section 7.1(l) is reasonably likely to occur and would reasonably be expected to have a Material Adverse Effect, a written notice thereof, which notice shall state that it is an “ERISA Notice” for purposes of the Loan Documents; and (f) at any time following delivery by any Loan Party of an ERISA Notice, within ten (10) Business Days after becoming aware of any Reportable Event of the following, a written notice setting forth the nature thereof and the action, if any, that such Loan Party proposes to take with respect thereto: (i) with respect to any Plan Plan, any “reportable event,” as defined in Section 4043 of ERISA and the action regulations thereunder, for which is proposed notice thereof has not been waived pursuant to be taken with respect thereto, together with a copy of such regulations as in effect on the notice of such Reportable Event to the PBGCdate hereof; (fii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Company Entity of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place; or (iii) any violation as to any environmental matter by the Company event, transaction or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result condition that could result in the revocation incurrence of any liability by any Company Entity pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Company Entity pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish to Give the Agent, with a copy for each Bank, Agent prompt ---------------------------- written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority court or governmental agency or authority of any injunction, order, proceeding, investigation, audit by federal, state or city taxing authorities, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans or Letters occurrence of Creditother Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement, the Notes or the other Loan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) the occurrence filing or commencement of any Reportable action, suit or proceeding against the Parent or any of its subsidiaries, whether at law or in equity or by or before any court or any Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any governmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination and which, if adversely determined, would (A) reasonably be expected to result in liability of one or more Borrowers or a subsidiary thereof in an aggregate amount of $200,000 or more, not reimbursable by insurance, or (B) materially impair the right of the Parent or any of its subsidiaries thereof to perform its obligations under this Agreement, any Note or any other Loan Document to which it is a party; (c) any Default or Event with respect to any Plan of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; and (d) any development in the business, together with a copy affairs or business development of the notice Parent or any of its subsidiaries which has had or which is likely, in the reasonable judgment of any Responsible Officer of such Reportable Event Borrower, to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to healthhave, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.Material Adverse Effect,

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any officer Responsible Officer of Holdings or the Company or any Subsidiary becomes aware of the sameBorrower obtains actual knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any Regulatory Action or other action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against Holdings, the Company Borrower or any Subsidiary of the Subsidiaries as to which has had or an adverse determination is reasonably probable and which, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect material and adverse impact on the CompanyBorrower or any of the Subsidiaries; (c) any other development affecting or relating specific to Holdings, the Company Borrower or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company Subsidiaries that is not a matter of general public knowledge and that has had, or would likely reasonably be expected to have, a Material Adverse Effect on the CompanyEffect; (d) the issuance by any Governmental Authority development or occurrence of any injunctionERISA Event that, ordertogether with all other ERISA Events that have developed or occurred, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintwould reasonably be expected to have a Material Adverse Effect; (e) (i) any Environmental Claim which has been commenced or (to the occurrence best of such Responsible Officer’s knowledge and belief) is threatened against Holdings, the Borrower or any Reportable Event with respect of their respective subsidiaries or (ii) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against, or any cost, liability or obligation under or relating to any Plan and Environmental Laws of, Holdings, the action which is proposed Borrower or any of their respective subsidiaries, in each case, where such Environmental Claim or cost, liability or obligation would reasonably be expected to be taken with respect thereto, together with have a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as to breach of or default (after the lapse of any environmental matter cure period or giving of notice, if so required) of the DOJ Settlement by the Company Borrower or any Subsidiary or the commencement of its Subsidiaries, including a breach of any judicial or administrative proceeding relating to healthprovision of a deferred prosecution agreement, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are other agreement with a Governmental Authority resulting from the DOJ Investigation; (g) (A) any material to development with the operations of DOJ or any other Governmental Authority regarding the Company or such SubsidiaryDOJ Investigation, or (iiB) which will or threatens to impose a material liability on the Company or such Subsidiary to occurrence of any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationSpecified Outcome; or (gA) any written request by the issuance OIG to enter into a corporate integrity agreement, or (B) any civil monetary penalty, fine or other penalty or adverse action threatened in writing or imposed by the OIG or any other Governmental Authority of any injunction, order or decision, or for matters related to the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryDOJ investigation.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, Administrative Agent (who shall distribute to the Lenders) written notice of the following promptly after (and, in any officer event, within ten (10) Business Days (or, in the case of Section 5.02(a), within five (5) Business Days) following the Company or any Subsidiary becomes aware of the same:occurrence thereof): (a) knowledge of the occurrence of any Event of Default or Unmatured the occurrence of any Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against the any Company or any Subsidiary which Affiliate thereof that has had had, or would likely have could reasonably be expected to result in, a Material Adverse Effect on Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the Companyother Transactions; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has hadresulted, or would likely havecould reasonably be expected to result, in a Material Adverse Effect on the CompanyEffect; (d) the issuance occurrence of a Casualty Event in excess of $5,000,000 (whether or not covered by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintinsurance); (e) the occurrence of any Reportable ERISA Event or any events with respect to Canadian Pension Plans or Foreign Plans that, alone or together with any Plan and the action which is proposed to be taken other ERISA Events or any events with respect theretoto Canadian Pension Plans or Foreign Plans that have occurred, together with a copy could reasonably be expected to result in liability of the notice of such Reportable Event to the PBGCBorrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; (f) the receipt by any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial notice of any Environmental Claim, Release or administrative proceeding relating violation of or potential liability under, or knowledge by any Company that there exists a condition that has resulted, or could reasonably be expected to healthresult, safety in an Environmental Claim, Release or environmental matters (i) in which an adverse determination a violation of or result could result liability under, any Environmental Law, except for Environmental Claims, Releases, violations and liabilities the consequence of which, in the revocation of or aggregate, have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by not subjected and could not be reasonably be expected to subject the Company or any Subsidiary which are material Companies collectively to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationliabilities exceeding $5,000,000; orand (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Lease Event.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit suit, investigation or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had Affiliate thereof that could reasonably be expected to result in, individually or would likely have in the aggregate, a Material Adverse Effect on the CompanyEffect; (c) the occurrence of (i) any development affecting ERISA Event that, alone or relating together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000, (ii) the adoption of any new Plan by the Borrower or any SubsidiaryERISA Affiliate, including without limitation any development (iii) the adoption of an amendment to a Plan if such amendment results in litigation, that a material increase in the reasonable judgment of the Company has hadbenefits or unfunded liabilities, or would likely have, (iv) the commencement of contributions by the Borrower or any ERISA Affiliate to a Material Adverse Effect on the CompanyPlan or Multiemployer Plan; (d) the issuance by any Governmental Authority of any injunction, order, decision event or other restraint prohibitingoccurrence that has resulted in, or having could reasonably be expected to result in, individually or in the effect of prohibitingaggregate, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) any change in the occurrence of any Reportable Event with respect to any Plan and Borrower’s corporate rating by S&P, in the action which is proposed to be taken with respect thereto, together with a copy Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Credit Facility by S&P or ▇▇▇▇▇’▇, or any notice of from either such Reportable Event agency indicating its intent to effect such a change or to place the PBGC;Borrower or the Credit Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facility; and (f) any violation change to the certification regarding beneficial ownership in relation to the Borrower as to any environmental matter required by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryBeneficial Ownership Regulation.

Litigation and Other Notices. Furnish to the Administrative Agent, with a copy for the Issuing Bank and each Bank, Lender written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the sameResponsible Officer obtains knowledge thereof: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Restricted Party that (i) seeks material damages, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, any Canadian Pension Plan, any Canadian Benefit Plan or, in each case, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Restricted Party, (v) alleges the filing or commencement ofmaterial violation of any law regarding, or receipt of notice of intention of any person to file or commenceseeks material remedies in connection with, any actionEnvironmental Laws, suit (vi) contests any material tax, fee, assessment or proceedingother governmental charge, whether at law or in equity or by or before (vii) involves any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Companyproduct recall; (c) the occurrence of any development affecting or relating to ERISA Event described in clause (b) of the Company definition thereof or any Subsidiaryother ERISA Event that, including without limitation alone or together with any development other ERISA Events that have occurred, could reasonably be expected to result in litigation, that liability in the reasonable judgment an aggregate amount of the Company has had, $1,000,000 or would likely have, a Material Adverse Effect on the Companygreater; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibitingdevelopment that has resulted in, or having the effect of prohibitingcould reasonably be expected to result in, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restrainta Material Adverse Effect; (e) any Lien (other than Liens permitted hereunder) or claim made or asserted against any of the occurrence Collateral; (f) any loss, damage or destruction to the Collateral in the amount of $1,000,000 or more, whether or not covered by insurance, or the commencement of any Reportable Event action or proceeding for the taking of any material portion of or material interest in the Collateral under power of eminent domain or by condemnation or similar proceeding; (g) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located in excess of $500,000 (which shall be delivered within five Business Days after receipt thereof); (h) any failure of any Angiotech Party to make any required contribution to any Canadian Pension Plan or the receipt of any notice from the funding agent for any Canadian Pension Plan or from any Governmental Authority to such effect that could reasonably be expected to result in a liability exceeding $1,000,000; and (i) in the case of the Term Borrower, deliver to the Administrative Agent a copy of each material demand, notice or document received by it and notify the Administrative Agent of other material developments that are brought to the attention of a Responsible Officer of the Term Borrower regarding any Material Contract (as defined in the Security Agreements) which developments, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Each notice delivered under this Section 5.06 shall be accompanied by a statement of a Financial Officer or other executive officer of the Term Borrower setting forth the details of the event or development requiring such notice and any action which is taken or proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any Subsidiary.

Litigation and Other Notices. Furnish Promptly upon any Responsible Officer of the Parent, the Borrower or any Subsidiary becoming aware thereof, furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) (i) the occurrence of any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect theretothereto and (ii) the occurrence of any “Default” or “Event of Default” under the Existing Credit Agreement and the Subordinated Loan Agreement; (b) the filing or commencement of, or receipt of any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Parent, the Borrower or any Subsidiary which has had or would likely have a Material Adverse Effect on Affiliate thereof that could reasonably be expected to result in liability of the CompanyParent, the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; (c) the occurrence of any development affecting ERISA Event that, alone or relating to the Company or together with any Subsidiaryother ERISA Events that have occurred, including without limitation any development has resulted in litigation, that in the reasonable judgment liability of the Company has hadParent, or would likely have, a Material Adverse Effect on the CompanyBorrower and its Subsidiaries in an aggregate amount exceeding $500,000; (d) the issuance receipt by the Parent, the Borrower, any Governmental Authority Subsidiary or the Acquired Business of written notice of violation of or potential liability under or pursuant to Environmental Laws that is reasonably expected to result in the Parent, the Borrower, any injunction, order, decision Subsidiary or the Acquired Business incurring fines or penalties pursuant to Environmental Laws in amounts equal to $100,000 or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint;Environmental Liabilities in an aggregate amount exceeding $500,000; and (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiaryevent that has resulted in, or (ii) which will or threatens could reasonably be expected to impose result in, a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryMaterial Adverse Effect.

Litigation and Other Notices. Furnish The Company will furnish to the Agent, with a copy for each Bank, Holders prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing institution or commencement of, or receipt threatened in writing institution of notice of intention of any person to file or commence, any action, suit suit, investigation or proceeding, whether at law proceeding against or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company; (d) the issuance by any Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint; (e) the occurrence of any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement of any judicial Managed Practice, including any such investigation or administrative proceeding relating to healthby any Governmental Authority (other than routine periodic inquiries, safety investigations or environmental matters (i) in which an adverse determination reviews), that would, if adversely determined, be reasonably likely, individually or result could result in the revocation of or aggregate, to have a Material Adverse Effect, and any material adverse effect on development in any operating permits, air emission permits, water discharge permits, hazardous waste permits litigation or other permits held proceeding previously reported pursuant to Section 4.13(a) or this subsection; (c) the receipt by the Company or any Material Subsidiary which are material to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability on the Company or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violation; or (g) the issuance by from any Governmental Authority of (y) any injunction, order or decision, or the entry notice asserting any failure by the Company or any Material Subsidiary into an agreement or any Managed Practice to be in compliance with Applicable Law or that threatens the taking of any Governmental Agencyaction against such Person or sets forth circumstances that, materially restricting the business if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, or Limitation with respect to any License or Reimbursement Approval of the Company or any Material Subsidiary or concerning any material business practice Managed Practice, where such action would be reasonably likely to have a Material Adverse Effect; (d) promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Company obtaining knowledge thereof, the occurrence of any material default under, or any Subsidiaryproposed or threatened termination or cancellation of, any Material Contract; (e) promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Company obtaining knowledge thereof, the occurrence of any ERISA Event, together with (x) a written statement of a Responsible Officer of the Company specifying the details of such ERISA Event and the action that the Company has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company or such ERISA Affiliate with respect to such ERISA Event; and (f) any event that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for Administrative Agent and each Bank, Lender prompt written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement, the Senior Secured Note Indenture or the Subordinated Note Documents; (c) the filing or commencement of, or receipt of any threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company Borrower or any Subsidiary which has had or would likely have Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect on the Company; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the CompanyEffect; (d) (i) the issuance by any Governmental Authority occurrence of any injunctionERISA Event that, orderalone or together with any other ERISA Events that have occurred, decision could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other restraint prohibitingForeign Benefit Events that have occurred, or having the effect of prohibitingcould reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Loans or Letters of Credit, Borrower or the initiation applicable Subsidiary will also furnish to the Administrative Agent and each Lender a statement of any litigation its financial officer setting forth the details as to such ERISA Event(s) or similar proceeding seeking any Foreign Benefit Event(s) (as applicable) and the action, if any, that such injunction, order or other restraintentity proposes to take with respect thereto; (e) the occurrence of any Reportable Event with respect development that has resulted in, or could reasonably be expected to any Plan and the action which is proposed to be taken with respect theretoresult in, together with a copy of the notice of such Reportable Event to the PBGCMaterial Adverse Effect; (f) any violation as to any environmental matter change in the Borrower’s corporate rating by S&P, in the Company Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Term Facility by S&P or ▇▇▇▇▇’▇, or any Subsidiary notice from either such agency indicating its intent to effect such a change or to place the Borrower or the commencement of any judicial Term Facility on a “CreditWatch” or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination or result could result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company “WatchList” or any Subsidiary which are material to the operations of the Company or such Subsidiarysimilar list, in each case with negative implications, or (ii) which will its cessation of, or threatens its intent to impose a material liability on cease, rating the Company Borrower or such Subsidiary to any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationTerm Facility; orand (g) the issuance by any Governmental Authority occurrence of any injunction, order or decision, or material fraud that involves management employees who have a significant role in the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business internal controls over financial reporting of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryLoan Parties, in each case, as described in Securities Laws.