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 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 (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 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, 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 written notice (promptly after any Authorized Officer of the Borrower Representative obtains actual knowledge thereof) of the following promptly after any officer of and which notice the Company or any Subsidiary becomes aware of Administrative Agent shall furnish to the sameLenders: (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 Parent Borrower or any Subsidiary other Credit Party as to which has had or an adverse determination is reasonably probable and that, if adversely determined, would likely reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (c) the Parent Borrower’s receipt of any: (i) written warning letter from the FDA; or (ii) other written notice from the FDA or other Governmental Authority that any development affecting material product manufactured, marketed, developed, sold or relating to the Company distributed by or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment on behalf of the Company has hadParent Borrower and its Restricted Subsidiaries is subject to, or would likely haveproceedings have been commenced seeking, a Material Adverse Effect on the Company;material seizure, withdrawal, recall, suspension or detention by the FDA or other Governmental Authority; and (d) 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, ordermarketed, decision developed, sold or other restraint prohibiting, distributed by 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 on behalf of the notice of such Reportable Event Parent Borrower and its subsidiaries which 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; 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 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 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 each Bank, Administrative Agent written notice of the following promptly after (and, in any officer event, within three (3) Business Days of the Company any Responsible Officer of Holdings or any Subsidiary becomes of its Subsidiaries becoming aware of the same: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;thereto; (b) the filing or commencement of, or receipt of notice of intention any threat in writing 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;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 Company;Effect; (d) the issuance by any Governmental Authority occurrence of any injunction, order, decision or other restraint prohibiting, or Casualty Event affecting Collateral having the effect 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;$250,000; (e) the occurrence incurrence of any Reportable Event with respect to material Lien (other than Permitted Collateral Liens) on, or claim asserted against, 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 PBGCCollateral; (f) any violation as to any environmental matter by change in the Company Board of Directors (or similar governing body) of Holdings or any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters its Subsidiaries; (g) (i) in which an adverse determination termination or result could result in the revocation amendment to any Material Agreement 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 Holdings or any Subsidiary which are material of its Subsidiaries in a manner that is materially adverse to the operations of the Company Holdings or such Subsidiary, as the case may be, or (ii) which will entry into any new Material Agreement, together with a written statement describing such event, with copies of such material amendments or threatens new contracts, delivered to impose a material liability on the Company or such Subsidiary to Collateral Agent, and an explanation of any Person or which will require a material expenditure by the Company or such Subsidiary to cure any alleged problem or violationactions being taken with respect thereto; orand (gh) the issuance by any Governmental Authority environmental matter which resulted in or would reasonably be expected to have a Material Adverse Effect, together with copies of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement all environmental audits and reports 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 Subsidiaryrespect thereto.

Litigation and Other Notices. Furnish to 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 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 Borrowers or any of their subsidiaries or, to the extent known by a Responsible Officer of a Borrower, against any Affiliated Dental Practice, 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 or an Affiliated Dental Practice in an aggregate amount of $200,000 or more, not reimbursable by insurance or (B) materially impair the right of any Borrowers or a subsidiary 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 or affairs of any Borrowers or any of their subsidiaries which has had or which is likely to have, together with a copy in the reasonable judgment of the notice any Responsible Officer 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 healthBorrower, 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 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 a Responsible Officer of the Company Borrower 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 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 Affiliate thereof which has had or would be materially likely have to result in a Material Adverse Effect on the CompanyEffect; (c) any development affecting or relating to the Company Borrower or any Subsidiary, including without limitation any development in litigation, Subsidiary that in the reasonable judgment of the Company Borrower has hadresulted in, or would is materially likely haveto result in, a Material Adverse Effect on referred to in clause (a) of the Companydefinition of such term; (di) any filing with the Securities and Exchange Commission of a Schedule 13D (or any similar or successor report or schedule) or any amendment thereto pursuant to Regulation 13D or any similar or successor regulation promulgated under the Exchange Act with respect to the Borrower or any Person Controlling the Borrower and indicating that an event which constitutes a Change in Control has occurred, but in any event no later than three Business Days after the date of any such filing with the Securities and Exchange Commission and (ii) the occurrence of any event which constitutes a Change in Control; and (e) 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 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 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 the Agent, with a copy for each BankLender, 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 CompanyCompany or such Subsidiary; (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 CompanyCompany or such Subsidiary; (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 an expenditure by the Company or such Subsidiary to cure any alleged problem or violation, in each case to the extent such revocation or liability has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; 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., in each case to the extent such issuance has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; or (h) any change in the Company’s long-term senior unsecured debt rating by either ▇▇▇▇▇’▇ or S&P.

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 Upon obtaining knowledge thereof, furnish to the Agent, with a copy for each Bank, Australian 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) a copy of any form of written notice, summons, 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 material action or omission on the part of the 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 Security Interest other than a Permitted Security Interest upon, against or in connection with the Borrower or any of its Subsidiaries, or any of their leased, licensed 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 Borrower or any of its Subsidiaries in an aggregate amount exceeding AUD$25,000,000; or (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 havecould reasonably be expected to result in, 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 to the Agent, with a copy for each Bank, Give Bank prompt written notice upon learning of any of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a1) the occurrence and nature of any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the any corrective action (if any) taken or proposed to be taken with respect thereto;; or (b2) all events of default or any event that would become an event of default upon notice or lapse of time or both under any of the terms or provisions of any note, or of any other evidence of indebtedness or agreement or contract governing the borrowing of money of Borrower if any such event of default would reasonably be expected to have a material adverse effect on Borrower; or (3) levy of an attachment, execution or other process against any of the property or assets, real or personal, of Borrower, if such levy would reasonably be expected to have a material adverse effect on Borrower; or (4) 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 proceeding by or before any Governmental Authority, against the Company court or any Subsidiary federal, state, municipal, foreign or other governmental department, commission, instrumentality or agency which, if adversely determined against Borrower, would materially adversely affect the business, operations, properties, assets or financial condition of Borrower, provided, however, that any proceeding which has had is being diligently contested in good faith, and for which there is either adequate insurance or would likely against which reserves have a Material Adverse Effect on the Company;been set up shall not constitute an Event of Default; or (c5) notices received from federal or state regulatory agencies or any development affecting or tribunal 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, an order, decision ruling, statute or other restraint prohibitinglaw or information which might materially and adversely affect the franchises, permits, licenses or having the effect of prohibiting, the Loans or Letters of Creditrights, or the initiation condition, financial or otherwise, 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 theretoBorrower, 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 violationnotice; or (g6) the issuance by any Governmental Authority of any injunction, order or decisionmatter (other than those specified above as to which Bank has received due notice) which has resulted in, or which Borrower reasonably believe will result in a materially adverse change in the entry by the Company financial condition or any Subsidiary into an agreement with any Governmental Agency, materially restricting the business operations 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 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 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 Borrower or any of its 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 and which, if adversely determined, would (A) reasonably be expected to result in liability of Borrower or a Subsidiary thereof in an aggregate amount of $250,000 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 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 any 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 for each Bank, Administrative Agent written notice of the following promptly after (and, in any officer event, within (i) in the case of clause (a), three Business Days and (ii) in any other case, ten days of the Company or any Subsidiary becomes aware of the same:occurrence 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 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 by any Governmental Authority occurrence of any injunction, order, decision or other restraint prohibiting, or a Casualty Event with respect to properties having the effect a book 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) the occurrence of the termination of, or the receipt by any Reportable Event with respect to any Plan and the action which is proposed to be taken with respect thereto, together with a copy Loan Party of notice of the termination of, or the occurrence of any event or condition which would, with the passage of time or the giving of notice or both, constitute an event of such Reportable Event to default under or permit the PBGCtermination of, any one or more material agreements or licenses of any Company; (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 material Lien (other than Permitted Liens) on, or result could result in the revocation of or have a material adverse effect on claim asserted against 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, Collateral or (ii) the occurrence of any other event which will or threatens could reasonably be expected to impose a material liability on 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 violationCollateral; orand (g) to the issuance extent permitted by any Governmental Authority law, the occurrence of any injunctionevents, order discussions, notices or decision, changes with respect to any criminal investigation or the entry by the Company action or any Subsidiary into an agreement with material regulatory investigation or action involving any Governmental Agency, materially restricting the business of the Company Loan Party or any Subsidiary Affiliate or concerning representative of any material business practice Loan Party, and the Loan Parties shall take commercially reasonable actions to avoid or mitigate any cost or regulatory consequences that might arise from such investigation or action (it being understood, for the avoidance of doubt, that in no event shall the Company provisions of this clause be construed or deemed to provide any Agent or any SubsidiaryLender control over any Loan Party).

Litigation and Other Notices. Furnish to Promptly upon a Responsible Officer obtaining knowledge of the Agent, with a copy for each Bank, written notice occurrence of any of the following promptly after any officer of events, Holdings will furnish to the Company Administrative Agent and the Collateral Agent for further distribution to each Issuing Bank and each Lender prompt written notice or any Subsidiary becomes aware of the samecopies, as applicable, of: (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 arbitrator or Governmental Authority, against the Company Holdings 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 ERISA Event that, alone or relating together with any other ERISA Events that have occurred, has resulted in liability to one or more of Holdings 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 U.S.$15,000,000; (d) if requested by the issuance Administrative Agent, promptly following any receipt by a Loan Party of such documents pursuant to its request, copies of (i) any Governmental Authority documents described in Section 101(k) of any injunctionERISA that Holdings, order, decision or other restraint prohibitingthe Borrower, or having the effect any of prohibitingits Subsidiaries request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(1) of ERISA that Holdings, the Loans or Letters of CreditBorrower, or the initiation any of its Subsidiaries request with respect to any litigation or similar proceeding seeking any such injunction, order or other restraintMultiemployer Plan; (e) (i) any investigation or proposed investigation by the occurrence UK Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to Holdings or any Subsidiary, or (ii) copies of any Reportable Event with respect to Financial Support Direction or Contribution Notice received by Holdings or any Plan and Subsidiary from the action which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGCUK Pensions Regulator; (f) any violation as development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (g) any environmental matter public announcement of a change in the rating of the Facilities, if any, by the Company either ▇▇▇▇▇’▇, S&P or any Subsidiary successor rating agency; (h) promptly after the assertion or the commencement occurrence thereof, notice of any judicial or administrative proceeding relating to health, safety or environmental matters (i) in which an adverse determination any proceeding, action, suit, notice, investigation or result could result in the revocation claim against or of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held noncompliance by the Company Holdings or any Subsidiary which are material to the operations of the Company Subsidiaries with any Environmental Law or such Subsidiary, Environmental Permit or (ii) which will or threatens any other Environmental Liability that, in either case, 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 violationMaterial Adverse Effect; orand (gi) with respect to the issuance by any Governmental Authority acquisition of any injunction, order or decision, or the entry Hotel Real Property by the Company Holdings or any Subsidiary into an agreement with after the Closing Date, such information (other than the acquisition price and any Governmental Agency, materially restricting information subject to a non-disclosure agreement) regarding the business of acquisition and such Hotel Real Property as the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryAdministrative Agent may reasonably request.

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 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 Chock 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 Chock or one or more of its subsidiaries in an aggregate amount of $250,000 or more, not reimbursable by insurance, or (B) materially impair the right of Chock or any subsidiary to perform its obliga- tions 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, 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 Chock or any Subsidiary of its subsidiaries which has had or which is likely, in the commencement reasonable judgment of any judicial Responsible Officer of Chock or administrative proceeding relating such subsidiary, to healthhave, safety a Material Adverse Effect; and (e) the existence of any tax claim, assessment, governmental charges or environmental matters levies (i) in by any state or local taxing authority which an adverse determination alone 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 aggregate with other permits held by the Company or any Subsidiary which are material to the operations of the Company or such Subsidiary, or state and/or local tax claims exceeds $250,000 and (ii) by Federal taxing authorities which will alone or threatens to impose a material liability on 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; 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 aggregate 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 Subsidiaryother Federal tax claims exceeds $500,000.

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 Loan Document or (iii) with respect to any of the Companyother 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 Casualty Event 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 $1,500,000; and (i) any material business practice of the Company default or notices under any SubsidiaryPermitted Charter.

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 to Such Credit Party 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 filing or commencement of any action, suit or proceeding against or affecting such Credit Party or any of its Subsidiaries or Affiliates thereof, 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) which, if adversely determined, could (A) reasonably be expected to result in liability of such Credit Party or any of its Subsidiaries in an aggregate amount of $1,000,000 or more, not reimbursable by insurance or otherwise have a Material Adverse Effect, or (B) impairs the right of such Credit Party or any of its Subsidiaries to perform its obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) 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 result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $100,000; (d) the occurrence of any Plan Default or Event of Default; and (e) any development in the business or affairs of such Credit Party or any of its Subsidiaries which has had or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.11 shall be accompanied by a statement of a Financial Officer or other executive officer of the Administrative Borrower setting forth the details of the event or development requiring such notice and the 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 Give the Agent, with a copy for each Bank, Agent written notice of the following promptly after any officer of the Company or any Subsidiary Borrower 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; (d1) 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; (e2) 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, (i) which is material and either 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 Borrower or a subsidiary thereof in an aggregate amount of $250,000 or more, not reimbursable by insurance, or (B) materially impair the right of the Borrower or a subsidiary thereof to perform its obligations under this Agreement, any Note or any other Loan Document to which it is a party; (3) 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 ; and (4) any development in the business or affairs of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company Borrower or any Subsidiary of its subsidiaries which has had or which is likely to have, in the commencement reasonable judgment 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 Responsible Officer 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 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 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 Such Credit Party 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 involving such Credit Party or any of its Subsidiaries 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 filing or commencement of any action, suit or proceeding against or affecting such Credit Party or any of its 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) which, if adversely determined, could reasonably be expected to result in liability of such Credit Party or any of its Subsidiaries in an aggregate amount of $500,000 or more, not reimbursable by insurance or otherwise have a Material Adverse Effect or a ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect; (c) the occurrence of any Reportable Default or Event with respect of Default; and (d) any development in the business or affairs of such Credit Party or any of its Subsidiaries which has had or could reasonably be expected to result in, a Material Adverse Effect or a ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect. Each notice delivered under this Section 5.11 shall be accompanied by a statement of a Financial Officer of the Borrower setting forth the details of the event or development requiring such notice and any Plan and the 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 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 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 U.S. Borrower or its Subsidiaries therefor, (ii) alleging liability for any injunctionmaterial action or omission on the part of the U.S. 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 U.S. 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 U.S. 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 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 The Borrower will furnish to the Agent, with a copy for Agent and each Bank, Lender immediate written notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Potential Amortization Event of Default or Unmatured Event of DefaultAmortization Event, 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 threat or notice of intention of any person Person to file or commence, any action, suit suit, proceeding, governmental investigation or proceedingarbitration, whether at law or in equity or by or before any Federal, state or other Governmental Authority, against or affecting the Company Borrower or any Subsidiary which has had material development in any such action, suit, proceeding, governmental investigation or would likely have a Material Adverse Effect on arbitration, which, in either case, if adversely determined, might materially adversely affect (i) the Companybusiness, operations, property, assets or condition (financial or otherwise) of the Borrower, (ii) the validity or enforceability of, or the ability of the Borrower to perform its obligations under, the Transaction Documents or (iii) the validity, enforceability or priority of the Liens created by the Purchase Agreement and the Security Agreement; (c) any development affecting or relating to notices received by the Company or any Subsidiary, including without limitation any development in litigation, that in Borrower under the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the CompanyPurchase Agreement (together with copies thereof); (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;Purchase Termination Event; and (e) the occurrence of any Reportable Event with respect other development that has resulted in, or is reasonably anticipated 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 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(i) the business, air emission permitsoperations, water discharge permitsproperty, hazardous waste permits assets or other permits held by the Company condition (financial or any Subsidiary which are material to the operations otherwise) of the Company or such SubsidiaryBorrower, or (ii) which will the validity 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 decisionenforceability of, or the entry ability of the Borrower to perform its obligations under, the Transaction Documents or (iii) the validity, enforceability or priority of the Liens created by the Company or any Subsidiary into an agreement with any Governmental Agency, materially restricting Purchase Agreement and the business of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiarySecurity Agreement.

Litigation and Other Notices. Furnish to the Agent, with a copy for each BankLender, 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 CompanyCompany or such Subsidiary; (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 CompanyCompany or such Subsidiary; (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 CreditLoans, 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 an expenditure by the Company or such Subsidiary to cure any alleged problem or violation, in each case to the extent such revocation or liability has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; 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., in each case to the extent such issuance has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; or (h) any change in the Company’s long-term senior unsecured debt rating by ▇▇▇▇▇’▇ or corporate credit rating by S&P.

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 to the extent directed to 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 served upon a Borrower 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 Subsidiarysubsidiary in writing, 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 prohibitingprohibit ing, 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 a Borrower or any subsidiary thereof, 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 $1,500,000 or more, not reimbursable by insurance, or (B) materially impair the right of a Borrower or any subsidiary thereof to perform its obli gations under this Agreement, any Note or any other Loan Document to which it is a party; (c) after obtaining actual knowledge thereof, any continuing 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 ; and (d) any development in the business or affairs of the notice of such Reportable Event Borrowers and their subsidiaries, taken as a whole, which has had or which is likely to have, in the PBGC; (f) any violation as to any environmental matter by the Company or any Subsidiary or the commencement reasonable judgment 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 Responsible Officer of the Company or such SubsidiaryBorrowers, 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 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 U.S. Borrower or its Subsidiaries therefor, (ii) alleging liability for any injunctionmaterial action or omission on the part of the U.S. 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 U.S. 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 U.S. 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 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 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 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 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 $750,000 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 any Subordinated Indebtedness; 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 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 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 to Promptly after becoming aware thereof, give the Agent, with a copy for each Bank, Agent 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 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 as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determi nation and which, if adversely determined, would (A) reasonably be expected to result in liability of one or more Borrower or a subsidiary thereof in an aggregate amount of $500,000 or more, not reimbursable by insurance, or (B) materially impair the right of the Borrower or a subsidiary 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, together with a copy ; and (d) any development in the business or affairs of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company Borrower or any Subsidiary of its subsidiaries which has had or which is likely to have, in the commencement reasonable judgment 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 Responsible Officer 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 for each Bank, Administrative Agent and the Collateral Agent 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 (i) Collateral having a value in excess of $1,000,000 or (ii) any other Property if such occurrence could reasonably be expected to result in a Material Adverse Effect; (e) the incurrence of any material Lien (other than Permitted Liens) on, or material claim asserted against any 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 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 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 of the Parent or any Subsidiary in an aggregate amount of $250,000 or more, not reimbursable by insurance, or (B) materially impair the right of the Parent or any Subsidiary 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, together with a copy ; and (d) any development in the business or affairs of the notice of such Reportable Event to the PBGC; (f) any violation as to any environmental matter by the Company Parent or any Subsidiary of its Subsidiaries which has had or which is likely, in the commencement reasonable judgment 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 Responsible Officer of any injunctionBorrower, order or decisionto have, 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 Material Adverse Effect.

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 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 Borrowers will give the AgentAdministrative Agent and the Lenders prompt (or, with a copy for each Bankin the case of clause (k) below, immediate) 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; (di) the issuance by any court or Governmental Authority of any injunction, order, decision or other restraint (A) prohibiting, or having the effect of prohibiting, the Loans or Letters making of Creditthe Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents or (B) that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or (ii) 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 (excluding notices from or on behalf of a Governmental Authority regarding immaterial non-compliance by the Borrowers or any of their Subsidiaries resulting from routine inspections), or in which injunctive or other equitable relief is sought or which alleges criminal misconduct 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 Restricted 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 Restricted 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 (other than any agreement with the Tennessee Valley Authority entered into in the ordinary course of business relating to the supply, enrichment or processing of uranium products), the Convertible Note Indenture or the Securities Purchase Agreement or any Plan other material contract or agreement which would reasonably be expected to 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 PBGCforeign credit Receivable insurance maintained by the Credit Parties; (f) the execution and delivery by any violation as to Credit Party of any environmental matter by the Company Swap Agreement 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; oramendment thereto; (g) the issuance execution and delivery by any Governmental Authority Credit Party of any injunctionmaterial amendment, order modification or decisionsupplemental agreement to the DOE Agreement or any other agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport, or the entry by Tennessee Valley Authority (other than any agreement with the Company Tennessee Valley Authority entered into in the ordinary course of business and relating to the supply, enrichment or processing of uranium products), the Convertible Note Indenture or the Securities Purchase Agreement; (h) any loss, damage or destruction of any Collateral resulting from a Casualty Event having a value in excess of $10,000,000; (i) any development in the business or affairs of a Borrower or any Restricted Subsidiary into which has had or could reasonably be expected to have a Material Adverse Effect; (j) the occurrence of a Paducah Orderly Shutdown (or other shutdown or cessation of operations at the Paducah Facility), an agreement with any Governmental AgencyACP Demobilization, materially restricting a DOE Transfer Event or the business Enrichment Cessation Date (it being understood that the Borrowers shall be obligated to notify the Administrative Agent of the Company foregoing events prior to any public announcement thereof); and (k) the receipt by any Borrower or any Subsidiary notice or concerning any material business practice demand from the holders of the Company Series B-1 Preferred Stock (i) terminating the Securities Purchase Agreement (a “Termination Notice”), (ii) making a Sale Election (as such term in defined in the Series B-1 Certificate of Designation) pursuant to the Series B-1 Preferred Stock Documents (a “Sale Election Notice”) or (iii) otherwise requiring or demanding that Holdings redeem all or any Subsidiaryportion of the Series B-1 Preferred Stock (a “Redemption Demand Notice”). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings setting forth in reasonable detail the nature of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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 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 each 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 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 PBGC;Material Adverse Effect.; and (f) any violation as to completion of an Asset Sale under Section 6.05(b) or Section 6.05(c) and any environmental matter by the Company or any Subsidiary or the commencement receipt of Net Cash Proceeds 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 SubsidiaryAsset Sale.

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 to 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 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 Borrowers or any of their subsidiaries or, to the extent known by a Responsible Officer of a Borrower, against any Affiliated Dental Practice, 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 or an Affiliated Dental Practice in an aggregate amount of 71 $200,000 or more, not reimbursable by insurance or (B) materially impair the right of any Borrowers or a subsidiary 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 or affairs of any Borrowers or any of their subsidiaries which has had or which is likely to have, together with a copy in the reasonable judgment of the notice any Responsible Officer 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 healthBorrower, 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 Adverse Effect.

Litigation and Other Notices. Furnish to Give the Agent, with a copy for each Bank, Significant 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) 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 Loans issuance of the Notes, or Letters invalidating, or having the effect of Creditinvalidating, any provision of this Agreement, the Notes or the other Subordinated Debt Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraintrestraining; (eb) the occurrence filing or commencement of any Reportable Event with respect action, suit or proceeding against the Company 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 the Company 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 Company or any Plan of its Subsidiaries thereof to perform its obligations under this Agreement, any Note or any other Subordinated Debt 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;; and (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 of business, affairs 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 development of the Company or any Subsidiary of its Subsidiaries which has had or concerning any material business practice of the Company or any Subsidiarywhich is reasonably likely to have, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Agent, with a copy for each Bank, written Borrower shall give Agent prompt notice of the following promptly after any officer of the Company or any Subsidiary becomes aware of the samefollowing: (a) any Event promptly following the receipt 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 ofa notice, or receipt of notice of intention of any person to file or commenceobtaining knowledge, any actionthereof, 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 any Revolving Advances or Letters Guaranties, or invalidating, or having the effect of Creditinvalidating, any provision of this Agreement or the Other Documents that would materially adversely affect Lender’s ability to enforce any payment obligations hereunder, or the initiation filing or commencement of any litigation or similar proceeding seeking any such injunction, order order, decision or other restraint; (eb) promptly following the receipt of a notice, or obtaining knowledge, thereof, the filing or commencement of any action, suit or proceeding against or affecting Borrower, any Subsidiary Guarantor, REIT or any of their wholly owned Affiliates, 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) which, if adversely determined, could (A) reasonably be expected to result in liability in an aggregate amount of $500,000 or more, not reimbursable by insurance or otherwise have a Material Adverse Effect, or (B) materially impairs the right of Borrower or any Subsidiary Guarantor to perform its obligations under this Agreement or any of the Other Documents to which it is a party; (c) promptly following the receipt of a notice, or obtaining knowledge, thereof, 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 PBGCEvent; (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 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 $5,000,000 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, Administrative Agent written notice of the following promptly after (and, in any officer of the Company or event, within five (5) 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 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 prohibitingfollowing the Existing Credit Agreement Closing Date, or having the effect could reasonably be expected to result in liability of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintBorrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (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 or violation of or potential liability under, or knowledge by any Company that there exists a condition that could reasonably be expected to result in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations and liabilities the PBGC;consequence of which, in the aggregate, would not be reasonably likely to subject the Companies collectively to liabilities exceeding $1,000,000; 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 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) 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 each Bank, Administrative Agent written notice of the following promptly (and, in any event, within three Business Days after any officer a Responsible Officer of a Company obtains knowledge of the Company or any Subsidiary becomes aware of the same:occurrence 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 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, (x) 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 (y) 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 in respect of which the damage to any Governmental Authority property or properties of Borrower or any injunction, order, decision or other restraint prohibiting, or having of its Subsidiaries is in excess of $10.0 million in 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 restraintaggregate; (e) (i) termination or amendment to any Material Agreement of Borrower or any of its Subsidiaries in a manner that is materially adverse to Borrower or such Subsidiary, as the case may be, and an explanation of any actions being taken with respect thereto or (ii) entry into any new Material Agreement, together with a written statement describing such event and the material terms of such Material Agreement; provided that the Borrower shall furnish copies of each Material Agreement to any Lender that so requests a copy so long as such Lender executes a non-disclosure agreement in form and substance reasonably satisfactory to the Borrower; and (f) (x) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (y) the occurrence of any Reportable Event with respect other event which could materially and adversely affect the value of the Collateral, taken as a whole. Information required to be delivered pursuant to Sections 5.02(e) (including any Plan such information provided in a fleet status report) shall be deemed to have been delivered on the date on which such information has been posted on the SEC website on the Internet at ▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇, on Borrower’s website on the Internet at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another website identified in a notice provided in written or electronic (email) form to the Administrative Agent and accessible by the Lenders without charge, and the action which is proposed to be taken with respect thereto, together with a copy of the notice delivery of such Reportable Event information within the time period required under the Exchange Act shall satisfy the requirements of Section 5.02(e), notwithstanding anything 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 Subsidiarycontrary contained herein.

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 the Company or any Subsidiary becomes aware of the sameHoldings 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, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Holdings, any Borrower or any Subsidiary 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 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 Borrowers’ 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) of any violation as to breach or default under the Term Loan Documents or any environmental matter by documents governing any other Material Indebtedness; (6) of the Company filing of any Lien for unpaid Taxes against Holdings, any Borrower or any Subsidiary in excess of the Threshold Amount; and (7) of any casualty or other insured damage to any material portion of the Collateral or the commencement of any judicial action or administrative proceeding relating to health, safety or environmental matters (i) for the taking of any interest 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 Collateral under power of eminent domain or such Subsidiary, by condemnation or (ii) which will similar proceeding or threatens to impose a if any 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 portion of the Company Collateral is damaged or any Subsidiary or concerning any material business practice of the Company or any Subsidiarydestroyed.

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 $5,000,000 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 Subordinated Debt Documents or any other subordinated indebtedness; 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 Administrative Agent and each Bank, Lender written notice of the following promptly after (and, in any officer event, within three Business Days of any Company obtaining knowledge of the Company or any Subsidiary becomes aware of the same:occurrence 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 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 any Company that if determined adversely, in the Company or any Subsidiary which has had or reasonable good faith judgment of Borrower, after giving effect to the exhaustion of appeals and the probable outcome, would likely have 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 good faith judgment of the Company Borrower has hadresulted in, 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 injunction, order, decision or other restraint prohibiting, or having the effect a Casualty Event resulting in a loss of prohibiting, the Loans or Letters of Credit, or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraintgreater than $5.0 million; (e) (i) the incurrence of any material Lien (other than Permitted Collateral Liens) on, or claim asserted against, any of the Collateral or (ii) the occurrence of any Reportable Event with respect other event which would reasonably be expected to any Plan materially and adversely affect the action which is proposed to be taken with respect thereto, together with a copy value of the notice of such Reportable Event to the PBGC;Collateral; and (f) Any receipt by any violation as to Loan Party of a written notice of termination of any environmental matter by the Company or any Subsidiary Material Agreement or the commencement occurrence of any judicial event or administrative proceeding relating to healthcondition which would, safety with the passage of time or environmental matters (i) the giving of notice or both, permit the termination of any Material Agreement, except 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 each case with respect to the operations of the Company or such Subsidiary, or (ii) which will or threatens to impose a material liability expiration thereof 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 Subsidiarystated expiration date.

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 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 sameHoldings 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, any action, suit or proceeding, whether at law or in equity or by or before any Governmental AuthorityAuthority or in arbitration, against the Company Holdings 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 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 Borrowers’ 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 Borrowing Base or Reserves (as such Reportable Event to terms are defined in the PBGCABL Credit Agreement); (f5) of any violation Default or Event of Default (as defined in the ABL Credit Agreement) under the ABL Loan Documents or any similar event of default under documents governing any other Material Indebtedness; (6) of the filing of any Lien for unpaid Taxes against Holdings or any of its Subsidiaries in excess of $20,000,000; and (7) of any casualty or other insured damage to any environmental matter by material portion of the Company or any Subsidiary Collateral or the commencement of any judicial action or administrative proceeding relating to health, safety or environmental matters (i) for the taking of any interest 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 Collateral under power of eminent domain or such Subsidiary, by condemnation or (ii) which will similar proceeding or threatens to impose a if any 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 portion of the Company Collateral is damaged or any Subsidiary or concerning any material business practice of the Company or any Subsidiarydestroyed.

Litigation and Other Notices. Furnish to The Borrower Agent shall give the Agent, with a copy for 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) immediately upon any Event of Default or Unmatured Event of DefaultLoan Party becoming aware thereof, 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 Revolving Credit Loans or the issuance of Letters of Credit, or invalidating, or having the effect of invalidating, any provision of this Agreement, the Revolving Credit Note 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) immediately upon any Loan Party becoming aware thereof, the occurrence filing or commencement of any Reportable action, suit or proceeding against any Loan Party, 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 in an aggregate amount of $150,000 or more, not reimbursable by insurance, or (B) materially impair the right of any Borrower to perform its obligations under this Agreement, the Revolving Credit 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, together with a copy of the notice of such Reportable Event to the PBGC; (fd) immediately upon becoming aware thereof, notice to the Bank, in writing, of the breach by any violation as to any environmental matter by the Company or any Subsidiary or the commencement party 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 AgencyLoan Party, materially restricting which breach might reasonably be expected to have a Material Adverse Effect; and (e) any development in the business or affairs of any Loan Party has had or which is likely, in the reasonable judgment of any Responsible Officer of the Company or any Subsidiary or concerning any material business practice of the Company or any SubsidiaryBorrower Agent, to have, a Material Adverse Effect.

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; (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 Company;PESIC-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; ** 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. (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 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 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 Loan Document or (iii) with respect to any of the Companyother 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 restraint;would reasonably be expected to result in a Material Adverse Effect; AMERICAS 101798741 80 (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 Casualty Event 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 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 of its Subsidiaries in an aggregate amount exceeding $25,000,000; or similar proceeding seeking any such injunction, order or other restraint;-136- (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.