Common use of Litigation and Other Notices Clause in Contracts

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereof: (a) any Event of Default or 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 any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Funding Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in any event, within three (3) Business Days after any Responsible Officer of the Parent Borrower obtains actual acquiring knowledge thereof:): (a) any Default or Event of Default or 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 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 or in arbitrationAuthority, (i) against the Parent any Borrower or any other Company that in the reasonable judgment of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would the Borrowers could reasonably be expected to have result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document; (c) any notice development that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has hadresulted in, or would could reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to haveresult in, a Material Adverse Effect; (ed) the occurrence of any ERISA a Casualty Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have involving a Material Adverse Effect;Dollar Equivalent amount in excess of $20 million; 155 (f) [reserved]; (ge) any action, claim, investigation dispute or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related contest with regard to any Environmental Law, Environmental Permit or Hazardous Material Lien that could reasonably be expected to have result in forfeiture of Revolving Credit Priority Collateral having a Material Adverse EffectDollar Equivalent fair market value in excess of $1 million; (hf) receipt the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by any Loan Party of notice of the termination a Borrower or suspension ofBorrowing Base Guarantor, or for an accrued amount for which a material default under, any Cannabis Authorizations;Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a Requirement of Law and having a Dollar Equivalent value in excess of $1 million; and (g) (i) all amendments to or breaches the incurrence of any Cannabis Authorizations that have hadLien (other than Permitted Liens) on the Collateral, or would claim asserted against any of the Collateral or (ii) the occurrence of any other event which could reasonably be expected to haveaffect the value of the Collateral, in each case which could reasonably be expected to be material with regard to (x) the Revolving Credit Priority Collateral, taken as a Material Adverse Effect; whole, or (jy) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Term Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonPriority Collateral, taken as a whole.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to Agent, the Lenders) Issuing Bank and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or notice of intention of any person Person to file or commence, any action, suit suit, investigation or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect; (c) the occurrence of (i) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to haveresult in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000, (ii) the adoption of any new Plan by the Borrower or any ERISA Affiliate, (iii) the adoption of an amendment to a Material Adverse Effect Plan if such amendment results in a material increase in benefits or unfunded liabilities, or (except iv) the commencement of contributions by the Borrower or any ERISA Affiliate to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)a Plan or Multiemployer Plan; (d) any other development specific to the Parent Borrower event or any of its Subsidiaries that is not a matter of general public knowledge and occurrence that has hadresulted in, or would could reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect;; and (e) any change in the occurrence Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of any ERISA Event the Credit Facilities by S&P or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against▇▇▇▇▇’▇, or any noncompliance by, notice from either such agency indicating its intent to effect such a change or to place the Parent Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any of similar list, in each case with negative implications, or 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 cessation of, or a material default underits intent to cease, any Cannabis Authorizations; (i) all amendments to rating the Borrower 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonCredit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to Agent, the Lenders) Issuing Bank and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice ERISA Event that, alone or together with any other ERISA Events that any applicable Governmental Authority is have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto; (xd) limiting, suspending or terminating the occurrence of a Health Canada Licence or other material Cannabis Authorization or non-exempt prohibited transaction (ydefined in Section 406 of ERISA and Section 4975 of the Code) commencing an investigation with respect to the Parent ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto; (e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter; (f) the receipt by the Borrower or any of its Subsidiaries thatof notice of any audit, in either caseinvestigation, has hadlitigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, or would which could reasonably be expected to have, a Material Adverse Effect (except to subject the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter to liability, individually or in the aggregate, in excess of general public knowledge $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto; (g) the occurrence of any amendment to any of the ESOP Plan Documents; and (h) any development that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (e) . For purposes of this Section 5.05, the occurrence Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, Plan of which the 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 Subsidiary is 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Personplan sponsor.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to Agent, the Lenders) written notice of the following Issuing Bank and each Lender, promptly after any Responsible Officer of the Parent Borrower or any Subsidiary obtains actual knowledge thereof, written notice of the following: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to result in liability of Parent and the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Subsidiaries in an aggregate amount exceeding $1,000,000; (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of Parent or any Subsidiary from any Medical Reimbursement Program, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (e) the occurrence commencement of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, material audit of Parent or any noncompliance bySubsidiary by any regulatory authority, the including any HMO Regulator, and commencement of any proceeding or other action against Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material Subsidiary that could reasonably be expected to have result in a Material Adverse Effect;suspension, revocation or termination of any contract of Parent or any Subsidiary with respect to Medicaid or Medicare, including any such contract to be a Medicare Advantage Organization; and (hf) receipt by Parent or any Loan Party Subsidiary of notice of the termination or suspension of, or a material default under, any Cannabis Authorizations; (i) all amendments to any notice of suspension or breaches forfeiture of any Cannabis Authorizations that have hadcertificate of authority or similar license of any HMO Subsidiary and (ii) any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or would private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could reasonably be expected to haveresult in the suspension or forfeiture of any certification, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any Governmental Authority insurance or stock exchange with respect reimbursement program then available to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonHMO Subsidiary.

Litigation and Other Notices. Furnish to the Administrative Agent, each other Agent (which will promptly thereafter furnish to the Lenders) and each Lender written notice of the following promptly after (and in any event within five Business Days) upon a Responsible Officer of the Parent Borrower obtains actual Holdings or any of its Subsidiaries obtaining knowledge thereof: (a) any Event of Default or 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 any written threat notice to SSCC, any Borrower or notice any of their Subsidiaries of the intention of any person Person to file or commence, any action, suit or proceeding, proceeding (whether at law or in equity or by or before any Governmental Authority or in arbitrationany arbitrator) against SSCC, against the Parent any Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and whichAffiliate thereof (i) that, if adversely determined, would could reasonably be expected to have result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document; (c) any notice development that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has hadresulted in, or would could reasonably be expected anticipated to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to haveresult in, a Material Adverse Effect; (ed) the occurrence of any ERISA Event or Canadian Pension Event that, alone or together with all other ERISA Events and Canadian Pension Events that have occurredEvents, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the 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 result in increased liability of Holdings, any Borrower, any Loan Party Party, any of notice their respective Subsidiaries and ERISA Affiliates in an aggregate amount more than $30,000,000 greater than the liability as of the termination or suspension of, or a material default under, any Cannabis Authorizations;Closing Date estimated in good faith with reference to the following: (i) all amendments the Plans’ and Multiemployer Plans’ funded status as of the most recent valuation or other statement of financial condition prior to or breaches the Closing Date; or (ii) withdrawal liability with respect to a Multiemployer Plan as of any Cannabis Authorizations that have had, or would reasonably be expected to have, a Material Adverse Effectthe most recent estimate of withdrawal liability for such Multiemployer Plan received before the Closing Date; (je) all materially adverse correspondence and notices received from any Governmental Authority material casualty or stock exchange with respect other insured damage to any Cannabis Authorizations material portion of any Collateral (including Mortgaged Property) or the commencement of any action or proceeding for the taking or expropriation of any Collateral (including Mortgaged Property) or any regulatory material part thereof or other investigations into the Loan Parties’ business practicesmaterial interest therein under power of eminent domain or by condemnation or similar proceeding; and (kf) any rejection notice for new the commencement of a Dominion Period, a Compliance Period or renewal security clearance applications for any Responsible Persona Weekly Borrowing Base Period.

Litigation and Other Notices. Furnish to TCO and the Administrative Agent (which will promptly thereafter furnish to the Lenders) prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitrationAuthority, against the Parent Borrower any Schedule 3, Affirmative Covenants Tensar Party or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Subsidiary that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is ERISA Event described in clause (xb) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to of the Parent Borrower definition thereof or any of its Subsidiaries other ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to result in liability of the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000; (d) any other development specific to of the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge following environmental matters, specifying the nature and that has hadextent thereof and the proposed response thereto, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g1) any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any violation of its Subsidiaries related to any Environmental Law, Environmental Permit or Release or threatened Release of Hazardous Material Materials, that could reasonably be expected to have a Material Adverse Effect; require remedial action or give rise to Environmental Liability in excess of $500,000, (h2) receipt any remedial action taken by any Loan Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release 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 Hazardous Materials that have had, or would could reasonably be expected to haveresult in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law; (e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and (f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days after any Responsible Officer of the Parent Borrower obtains actual acquiring knowledge thereof:): (ai) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (bj) the filing or commencement of, or 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 or in arbitrationAuthority, (i) against the Parent any Borrower or any other Company that in the reasonable judgment of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would the Borrowers could reasonably be expected to have result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document; (ck) any notice development that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has hadresulted in, or would could reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to haveresult in, a Material Adverse Effect; (el) the occurrence of any ERISA a Casualty Event involving a Dollar Equivalent amount in excess of $50,000,000 (or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effectin excess of $20,000,000 of Inventory); (f) [reserved]; (gm) any action, claim, investigation dispute or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related contest with regard to any Environmental Law, Environmental Permit or Hazardous Material Lien that could reasonably be expected to have result in forfeiture of Revolving Credit Priority Collateral having a Material Adverse EffectDollar Equivalent fair market value in excess of $1,000,000; (hn) receipt the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by any Loan Party of notice of the termination a Borrower or suspension ofBorrowing Base Guarantor, or for an accrued amount for which a material default under, any Cannabis Authorizations;Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $1,000,000; and (i) all amendments to or breaches the incurrence of any Cannabis Authorizations that have had, Lien (other than Permitted Liens) on the Collateral or would (ii) the occurrence of any other event which could reasonably be expected to havebe material with regard to (x) the Revolving Credit Priority Collateral, taken as a Material Adverse Effect; whole, or (jy) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonPari Passu Priority Collateral, taken as a whole.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereof: (a1) any Default or Event of Default or 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 any written threat or notice of intention of any person Person to file or commence, or any material development in, any action, suit suit, litigation, investigation, administrative action or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Parent Borrower or any of its Subsidiaries the Restricted Subsidiaries, as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; , or which alleges (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing and as to which an investigation with respect to adverse determination against the Parent Borrower or any of its the Restricted Subsidiaries that, in either case, has had, or would is reasonably be expected likely to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (yresult in) is prohibited by applicable Requirements material violations of Law)Health Care Laws; (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e3) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f4) [reserved]any material change in accounting policies or financial reporting practices by any Loan Party with respect to the Borrower’s Accounts and Inventory or which otherwise could reasonably be expected to affect the calculation of the Borrowing Base or Reserves; (g5) the Borrower’s receipt of any: (i) written notice from the FDA or other Governmental Authority that it is limiting, suspending, adversely modifying or revoking any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Healthcare Permit or Hazardous Material that could reasonably be expected to have a Material Adverse Effect;; (ii) a written warning letter from the FDA; or (iii) other written notice from the FDA or other Governmental Authority that any product manufactured, marketed, developed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries is subject to, or proceedings have been commenced seeking, the material seizure, withdrawal, recall, suspension or detention by the FDA or other Governmental Authority; and (h6) receipt by any Loan Party of notice of the termination seizure, detention, suspension or suspension recall of, or a material default underany voluntary withdrawal or recall of, or any response or commitment to the FDA or any Governmental Authority to withdraw or recall, any Cannabis Authorizations; (i) all amendments to product manufactured, marketed, developed, sold or breaches distributed by or on behalf of any Cannabis Authorizations that have had, or would the Borrower and its Subsidiaries which could reasonably be expected to have, have a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days after any Responsible Officer of the Parent Borrower obtains actual acquiring knowledge thereof, or, in the case of an Event of Default under Section 8.01(a), on the Business Day that a Loan Party acquires knowledge thereof), and the Administrative Agent shall make such written notice available to the Lenders, on the Platform or otherwise, in accordance with its customary procedures: (a) any Default or Event of Default or 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 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 or in arbitrationAuthority, (i) against the Parent any Borrower or any other Company that in the reasonable judgment of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would the Borrowers could reasonably be expected to have result in a Material Adverse Effect;Effect if adversely determined or (ii) with respect to any Loan Document; 1160299.01-CHISR1160299.03H-CHISR02A - MSW (c) any notice development that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has hadresulted in, or would could reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to haveresult in, a Material Adverse Effect; (ed) the occurrence of any ERISA a Casualty Event involving a Dollar Equivalent amount in excess of $90,000,000 (or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effectin excess of $37,500,000 of Inventory); (f) [reserved]; (ge) any action, claim, investigation dispute or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related contest with regard to any Environmental Law, Environmental Permit or Hazardous Material Lien that could reasonably be expected to have result in forfeiture of Revolving Credit Priority Collateral having a Material Adverse EffectDollar Equivalent fair market value in excess of $2,250,000; (hf) receipt the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by any Loan Party of notice of the termination a Borrower or suspension ofBorrowing Base Guarantor, or for an accrued amount for which a material default under, any Cannabis Authorizations;Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $2,250,000; and (g) (i) all amendments to or breaches the incurrence of any Cannabis Authorizations that have had, Lien (other than Permitted Liens) on the Collateral or would (ii) the occurrence of any other event which could reasonably be expected to havebe material with regard to (x) the Revolving Credit Priority Collateral, taken as a Material Adverse Effect; whole, or (jy) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonPari Passu Priority Collateral, taken as a whole.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereof: (a) any Event of Default or 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 any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure disclosure, pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to Agent, the Lenders) Issuing Bank and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice ERISA Event that, alone or together with any other ERISA Events that any applicable Governmental Authority is have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, together with a statement of a Financial Officer of the Borrower setting forth the details of such ERISA Event and the corrective action, if any, taken or proposed to be taken with respect thereto; (xd) limiting, suspending or terminating the occurrence of a Health Canada Licence or other material Cannabis Authorization or non-exempt prohibited transaction (ydefined in Section 406 of ERISA and Section 4975 of the Code) commencing an investigation with respect to the Parent ESOP or to any other Plan, or knowledge that the IRS or any other Governmental Authority is investigating whether any such material non-exempt prohibited transaction might have occurred, and a statement of a Financial Officer of the Borrower describing such transaction and the corrective action, if any, taken or proposed to be taken with respect thereto; (e) the receipt of written notice (whether preliminary, final or otherwise but excluding any notice of any proposed amendments) of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code or the status of the ESOP as an employee stock ownership plan (as defined in Section 4975(e)(7) of the Code), together with copies of each such letter; (f) the receipt by the Borrower or any of its Subsidiaries thatof notice of any audit, in either caseinvestigation, has hadlitigation or inquiry by the IRS or any other Governmental Authority relating to the ESOP or the ESOT, or would which could reasonably be expected to have, a Material Adverse Effect (except to subject the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries to liability, individually or in the aggregate, in excess of $1,000,000, together with copies of each such notice and copies of all subsequent correspondence relating thereto; (g) the occurrence of any amendment to any of the ESOP Plan Documents; (h) the Borrower’s knowledge that at any time on or after the Closing Date the Borrower is not taxable as a matter Subchapter S corporation as such term is defined in Section 1361 of general public knowledge and the Code or that the ESOT is subject to tax imposed under the Code with respect to any item of income or loss of the Borrower or any Subsidiary of the Borrower; and (i) any development that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (e) . For purposes of this Section 5.05, the occurrence Borrower and the Subsidiaries shall be deemed to know all facts known by the administrator of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, Plan of which the 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 Subsidiary is 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Personplan sponsor.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days after any Responsible Officer of the Parent Borrower obtains actual acquiring knowledge thereof:): (a) any Default or Event of Default or 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 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 or in arbitrationAuthority, (i) against the Parent any Borrower or any other Company that in the reasonable judgment of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would the Borrowers could reasonably be expected to have result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document; (c) any notice development that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has hadresulted in, or would could reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to haveresult in, a Material Adverse Effect; (ed) the occurrence of any ERISA a Casualty Event involving a Dollar Equivalent amount in excess of $50,000,000 (or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effectin excess of $20,000,000 of Inventory); (f) [reserved]; (ge) any action, claim, investigation dispute or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related contest with regard to any Environmental Law, Environmental Permit or Hazardous Material Lien that could reasonably be expected to have result in forfeiture of Revolving Credit Priority Collateral having a Material Adverse EffectDollar Equivalent fair market value in excess of $1,000,000; (hf) receipt the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by any Loan Party of notice of the termination a Borrower or suspension ofBorrowing Base Guarantor, or for an accrued amount for which a material default under, any Cannabis Authorizations;Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $1,000,000; and (g) (i) all amendments to or breaches the incurrence of any Cannabis Authorizations that have had, Lien (other than Permitted Liens) on the Collateral or would (ii) the occurrence of any other event which could reasonably be expected to havebe material with regard to (x) the Revolving Credit Priority Collateral, taken as a Material Adverse Effect; whole, or (jy) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonPari Passu Priority Collateral, taken as a whole.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter shall furnish to the Lenders) written notice of the following promptly (and, in any event in the case of clause (a) below, within three (3) Business Days) after any Responsible Officer of the Borrower, Parent Borrower or any Subsidiary obtains actual knowledge thereof: (a) any Event of Default or 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 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 Authority or in arbitration, against the Parent Borrower, the Subsidiaries of the Borrower or any of its Subsidiaries the Project as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice breach or default under any Material Project Contract or Data Center Lease/License that any applicable Governmental Authority is (x) limitingwould reasonably be likely to result in the termination, suspending suspension or terminating a Health Canada Licence revocation of such Material Project Contract or other material Cannabis Authorization or (y) commencing an investigation with respect Data Center Lease/License to which the Parent Borrower or any Subsidiary of the Borrower is a party; (d) any casualty, damage or loss to the Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of the Borrower or its Subsidiaries, of its employees, agents contractors, consultants or representatives, or of any other Person, if such casualty, damage or loss affects the Borrower, the Subsidiaries thatof the Borrower or the Project in an amount in excess of $75,000,000; (e) any material amendment of any Material Project Contract; (f) any (i) noncompliance with any Environmental Law at the Project or any Release of Hazardous Materials at, on or from the Project, in either case, has had, or each case that would reasonably be expected to have, have a Material Adverse Effect Effect, or (except ii) pending or, to the extent Borrower’s or any of its Subsidiaries’ knowledge, threatened, Environmental Claim against the Borrower, the Subsidiaries of the Borrower or the Project that any disclosure pursuant would reasonably be expected to clause (y) is prohibited by applicable Requirements of Law)have a Material Adverse Effect; (dg) the occurrence of any ERISA Event and/or Foreign Plan Event, that together with all other ERISA Events and/or Foreign Plan Events that have occurred, would reasonably be expected to have a Material Adverse Effect; and (h) any other development specific to the Parent Borrower, the Subsidiaries of the Borrower or any of its Subsidiaries the Project that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will who shall promptly thereafter furnish to notify the Lenders) prompt written notice after obtaining knowledge thereof of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to result in liability of the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Borrower and the Subsidiaries in an aggregate amount exceeding $2,500,000; (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would reasonably be expected to haveresult in, a Material Adverse Effect; (e) any notice of change in the occurrence Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by M▇▇▇▇’▇ or in the ratings of the Credit Facility by S&P or M▇▇▇▇’▇, or any ERISA Event notice from either such agency indicating its intent to effect such a change or Canadian Pension Event thatto place the Borrower or the Credit Facility on a “CreditWatch” or “WatchList” or any similar list, together in each case with all other ERISA Events and Canadian Pension Events that have occurrednegative implications, would reasonably be expected or its cessation of, or its intent to have a Material Adverse Effectcease, rating the Borrower or the Credit Facility; (f) [reserved];the occurrence of a casualty involving any property of a Loan Party involving a loss that could reasonably be expected to exceed $2,500,000 (in sufficient detail describing the casualty and the extent to which any losses resulting from such casualty will be covered by insurance); and (g) any actiontermination, claimmodification, investigation suspension or proceeding against, or revocation of any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that Entitlement which 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter shall furnish to the Lenders) written notice of the following promptly (and, in any event in the case of clause (a) below, within three (3) Business Days) after any Responsible Officer of the Borrower, Parent Borrower or any Subsidiary obtains actual knowledge thereof: (a) any Event of Default or 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 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 Authority or in arbitration, against the Parent Borrower, the Subsidiaries of the Borrower or any of its Subsidiaries the Project as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice breach or default under any Material Project Contract or Data Center Lease/License that any applicable Governmental Authority is (x) limitingwould be likely to result in the termination, suspending suspension or terminating a Health Canada Licence revocation of such Material Project Contract or other material Cannabis Authorization or (y) commencing an investigation with respect Data Center Lease/License to which the Parent Borrower or any Subsidiary of the Borrower is a party; (d) any casualty, damage or loss to the Project (or any portion thereof), whether or not insured, through fire, theft, other hazard or casualty, or any act or omission of the Borrower or its Subsidiaries, of its employees, agents contractors, consultants or representatives, or of any other Person, if such casualty, damage or loss affects the Borrower, the Subsidiaries thatof the Borrower or the Project in an amount in excess of $75,000,000; (e) any material amendment of any Material Project Contract; (f) any (i) noncompliance with any Environmental Law at the Project or any Release of Hazardous Materials at, on or from the Project, in either case, has had, or each case that would reasonably be expected to have, have a Material Adverse Effect Effect, or (except ii) pending or, to the extent Borrower’s or any of its Subsidiaries’ knowledge, threatened, Environmental Claim against the Borrower, the Subsidiaries of the Borrower or the Project that any disclosure pursuant would reasonably be expected to clause (y) is prohibited by applicable Requirements of Law)have a Material Adverse Effect; (dg) the occurrence of any ERISA Event and/or Foreign Plan Event, that together with all other ERISA Events and/or Foreign Plan Events that have occurred, would reasonably be expected to have a Material Adverse Effect; and (h) any other development specific to the Parent Borrower, the Subsidiaries of the Borrower or any of its Subsidiaries the Project that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to TCO and the Administrative Agent (which will promptly thereafter furnish to the Lenders) prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitrationAuthority, against the Parent Borrower any Tensar Party or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Subsidiary that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is ERISA Event described in clause (xb) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to of the Parent Borrower definition thereof or any of its Subsidiaries other ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to result in liability of the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000; (d) any other development specific to of the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge following environmental matters, specifying the nature and that has hadextent thereof and the proposed response thereto, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g1) any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any violation of its Subsidiaries related to any Environmental Law, Environmental Permit or Release or threatened Release of Hazardous Material Materials, that could reasonably be expected to have a Material Adverse Effect; require remedial action or give rise to Environmental Liability in excess of $500,000, (h2) receipt any remedial action taken by any Loan Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release 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 Hazardous Materials that have had, or would could reasonably be expected to haveresult in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law; (e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and (f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement, the Senior Secured Note Indenture or the Subordinated Note Documents; (c) the filing or commencement of, or any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (ei) the occurrence of any ERISA Event or Canadian Pension Event that, alone or together with all any other ERISA Events and Canadian Pension Events that have occurred, would could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $10,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrower or the applicable 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; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (f) [reserved];any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Term Facility by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Term Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Term Facility; and (g) the occurrence of any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material material fraud that could reasonably be expected to involves management employees who have a Material Adverse Effect; (h) receipt by any Loan Party significant role in the internal controls over financial reporting 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person, in each case, as described in Securities Laws.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement, the Senior Secured Note Indenture or the Subordinated Note Documents; (c) the filing or commencement of, or any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (ei) the occurrence of any ERISA Event or Canadian Pension Event that, alone or together with all any other ERISA Events and Canadian Pension Events that have occurred, would could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $l0,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other Foreign Benefit Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, and in each case, Holdings, the Borrower or the applicable 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; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (f) [reserved];any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Term Facility by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Term Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Term Facility; and (g) the occurrence of any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material material fraud that could reasonably be expected to involves management employees who have a Material Adverse Effect; (h) receipt by any Loan Party significant role in the internal controls over financial reporting 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person, in each case, as described in Securities Laws.

Litigation and Other Notices. Furnish to the Administrative Agent (which The Borrowers will promptly thereafter furnish to the Lenders) Holders prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) within 30 days of filing, the filing or commencement of, of or any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority Authority, by or in arbitrationagainst any Credit Party, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that Affiliate thereof which could reasonably be expected to have a Material Adverse Effect, and any judgments entered against any Credit Party or any of its Subsidiaries; (hc) receipt by any Loan Party of at least 15 days and no more than 60 days prior notice of any Change of Control, to the termination or suspension of, or a material default under, any Cannabis Authorizationsextent that the Borrowers have notice of such Change of Control; (id) all amendments to or breaches of any Cannabis Authorizations development that have hadhas resulted in, or would reasonably be expected to haveresult in, a Material Adverse Effect (including any enforcement, remedial or other governmental regulatory or other action instituted, completed or threatened in writing against the Credit Parties pursuant to any applicable Environmental Law, and any claim made by any Person against the Credit Parties relating to liability in respect of Hazardous Material, which in each case would reasonably be expected to result in a Material Adverse Effect); (je) all materially adverse correspondence any material change in accounting policies or financial reporting practices by any Credit Party or any of its Subsidiaries; (f) any of the following if the same would reasonably be expected to result in liability or loss to one or more Credit Parties, either individually or in the aggregate, in excess of $100,000: (i) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against any Credit Party or any of their respective Property pursuant to any applicable Environmental Law, (ii) any other Environmental Claim, and notices received from (iii) any Governmental Authority environmental or stock exchange similar condition on any Real Property adjoining the Property of any Credit Party that could reasonably be anticipated to cause such Credit Party’s Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Law; (g) as soon as possible after, and in any event within 10 days after any Responsible Officer of any Borrower or any ERISA Affiliate knows or has reason to know of, any ERISA Event that alone or together with any other ERISA Event could reasonably be expected to result in liability of such Borrower or such ERISA Affiliate in respect of each employee benefit plan as defined in Section 3(3) of ERISA or any other plan described in Section 4.19(a) in an aggregate amount exceeding $100,000, together with a statement of a Financial Officer of such Credit Party setting forth details as to such ERISA Event and the action, if any, that such Credit Party proposes to take with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practicesthereto; and (kh) the creation, establishment or acquisition of any rejection Subsidiary or the issuance by any Credit Party of any Equity Interests or warrant, option or similar agreement to a Person other than another Credit Party. Each notice for new pursuant to this Section 5.5 shall be accompanied by a written statement by a Responsible Officer on behalf of the Borrowers setting forth details of the occurrence referred to therein, and stating what action the Borrowers propose to take with respect thereto and at what time. Each notice under Section 5.5(a) shall describe with particularity any and all clauses or renewal security clearance applications for any Responsible Personprovisions of this Agreement or other Investment Document that have been breached or violated.

Litigation and Other Notices. Furnish to TCH and the Administrative Agent (which will promptly thereafter furnish to the Lenders) Purchasers prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitrationAuthority, against the Parent Borrower any Tensar Party or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Subsidiary that could reasonably be expected to have result in a Material Adverse Effect;; Schedule 3, Affirmative Covenants (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event described in clause (b) of the definition thereof or Canadian Pension any other ERISA Event that, alone or together with all any other ERISA Events and Canadian Pension Events that have occurred, would could reasonably be expected to have a Material Adverse Effectresult in liability of the Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000; (f) [reserved]; (gd) any actionof the following environmental matters, claimspecifying the nature and extent thereof and the proposed response thereto, investigation or proceeding against, or (1) any noncompliance by, the Parent Borrower or any violation of its Subsidiaries related to any Environmental Law, Environmental Permit or Release or threatened Release of Hazardous Material Materials, that could reasonably be expected to have a Material Adverse Effect; require remedial action or give rise to Environmental Liability excess of $500,000, (h) receipt 2)any remedial action taken by any Loan Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release 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 Hazardous Materials that have had, or would could reasonably be expected to haveresult in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law; (e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and (f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or notice of intention of any person Person to file or commence, any action, suit suit, investigation or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in, individually or in the aggregate, a Material Adverse Effect; (c) the occurrence of (i) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to haveresult in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000, (ii) the adoption of any new Plan by the Borrower or any ERISA Affiliate, (iii) the adoption of an amendment to a Material Adverse Effect Plan if such amendment results in a material increase in benefits or unfunded liabilities, or (except iv) the commencement of contributions by the Borrower or any ERISA Affiliate to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)a Plan or Multiemployer Plan; (d) any other development specific to the Parent Borrower event or any of its Subsidiaries that is not a matter of general public knowledge and occurrence that has hadresulted in, or would could reasonably be expected to haveresult in, individually or in the aggregate, a Material Adverse Effect; (e) any change in the occurrence Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the Credit Facility by S&P or ▇▇▇▇▇’▇, or any ERISA Event notice from either such agency indicating its intent to effect such a change or Canadian Pension Event thatto place the Borrower or the Credit Facility on a “CreditWatch” or “WatchList” or any similar list, together in each case with all other ERISA Events and Canadian Pension Events that have occurrednegative implications, would reasonably be expected or its cessation of, or its intent to have a Material Adverse Effect;cease, rating the Borrower or the Credit Facility; and (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, change to the Parent certification regarding beneficial ownership in relation to the 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 as required 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonBeneficial Ownership Regulation.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) and each Lender written notice promptly after obtaining knowledge of any of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, alone or together with all any other ERISA Events and Canadian Pension Events that have occurred, would could reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, result in liability of the Parent Borrower or any of its and the Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that could reasonably be expected to have a Material Adverse Effect; (hd) the discovery or occurrence of any, or any material change to any previously discovered, unpermitted Release of any Hazardous Material, or the receipt by the Borrower or any Loan Party of its Affiliates of any written notice alleging any Environmental Liability of the termination Borrower or suspension of, or a material default under, any Cannabis Authorizations; (i) all amendments to or breaches of any Cannabis Authorizations its Affiliates that have had, or would could reasonably be expected to have, have a Material Adverse Effect; (je) all materially adverse correspondence written notice of any property currently or formerly owned, leased, or operated by the Borrower or any of its Affiliates being listed on, or proposed for listing on, the National Priorities List and notices received from the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency and any similar list maintained by any other Governmental Authority Authority; and (f) any other development that has resulted in, or stock exchange could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the Borrower describing the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; provided that with respect to any Cannabis Authorizations or Environmental Liability identified in any regulatory or other investigations into notice delivered under this Section, upon the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Personreasonable request of the Administrative Agent, the Borrower shall provide the Administrative Agent a written report containing an update as to the status of such Environmental Liability.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders, subject to Section 10.17) written notice of the following promptly after any Responsible Officer of the Parent Borrower any Loan Party obtains actual knowledge thereof: (a) any condition or event that constitutes a Default or an Event of Default or 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 any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to Holdings, the Parent Borrower or any of its Subsidiaries the Subsidiariesother Covenant Party that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (ec) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, or any noncompliance by, the 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (kd) except for matters that would not be reasonably expected to result in a liability, obligation or the incurrence of costs exceeding $7.5 million individually or $15.0 million in the aggregate: (i) the receipt of any Environmental Claim (or written notice that such Environmental Claim may be forthcoming) asserted against or otherwise affecting any of the Loan Parties or subsidiaries or (ii) any rejection violation of Environmental Laws. In connection with any notice for new delivered pursuant to this Section 5.05, (i) the Borrower shall also deliver a certificate of a Responsible Officer specifying the nature and period of existence of such condition, event or renewal security clearance applications for change, or specifying the notice given (if applicable) and the nature of such claimed Event of Default, Default, event or condition, as applicable, and what action Borrower and other applicable Loan Parties have taken, are taking and propose to take with respect thereto and (ii) upon reasonable request by any Responsible PersonAgent or Lender, the Borrower shall promptly provide such other information as may be reasonably available to any Loan Party to enable the Administrative Agent and Lenders and their counsel to evaluate such matters.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Parent Borrower any Loan Party obtains actual knowledge thereof: (a) any condition or event that constitutes a Default or an Event of Default or 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 any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to Holdings, the Parent Borrower or any of its the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (ec) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (gd) any action, claim, investigation or proceeding against, or any noncompliance by, change in the Parent Borrower or any information provided in the Beneficial Ownership Certification that would result in a change to the list 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practicesbeneficial owners identified in such certification; and (ke) except for matters that would not be reasonably expected to result in a liability, obligation or the incurrence of costs exceeding $7.5 million individually or $15.0 million in the aggregate: (i) the receipt of any Environmental Claim (or written notice that such Environmental Claim may be forthcoming) asserted against or otherwise affecting any of the Loan Parties or subsidiaries or (ii) any rejection violation of Environmental Laws. In connection with any notice for new delivered pursuant to this Section 5.05, (i) the Borrower shall also deliver a certificate of a Responsible Officer specifying the nature and period of existence of such condition, event or renewal security clearance applications for change, or specifying the notice given (if applicable) and the nature of such claimed Event of Default, Default, event or condition, as applicable, and what action Borrower and other applicable Loan Parties have taken, are taking and propose to take with respect thereto and (ii) upon reasonable request by any Responsible PersonAgent or Lender, the Borrower shall promptly provide such other information as may be reasonably available to any Loan Party to enable the Administrative Agent and Lenders and their counsel to evaluate such matters.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly (and, in any event, within ten (10) Business Days after any Responsible Officer of the Parent Borrower obtains actual acquiring knowledge thereof:): (ai) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (bj) the filing or commencement of, or 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 or in arbitrationAuthority, (i) against the Parent any Borrower or any other Company that in the reasonable judgment of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would the Borrowers could reasonably be expected to have result in a Material Adverse EffectEffect if adversely determined or (ii) with respect to any Loan Document; (ck) any notice development that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has hadresulted in, or would could reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to haveresult in, a Material Adverse Effect; (el) the occurrence of any ERISA a Casualty Event involving a Dollar Equivalent amount in excess of $60,000,000 (or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effectin excess of $25,000,000 of Inventory); (f) [reserved]; (gm) any action, claim, investigation dispute or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related contest with regard to any Environmental Law, Environmental Permit or Hazardous Material Lien that could reasonably be expected to have result in forfeiture of Revolving Credit Priority Collateral having a Material Adverse EffectDollar Equivalent fair market value in excess of $1,500,000; (hn) receipt the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in connection with any Priority Payable for amounts past due and owing by any Loan Party of notice of the termination a Borrower or suspension ofBorrowing Base Guarantor, or for an accrued amount for which a material default under, any Cannabis Authorizations;Borrower or Borrowing Base Guarantor then has an obligation to remit to a Governmental Authority or other Person pursuant to a requirement of Applicable Law and having a Dollar Equivalent value in excess of $1,500,000; and (i) all amendments to or breaches the incurrence of any Cannabis Authorizations that have had, Lien (other than Permitted Liens) on the Collateral or would (ii) the occurrence of any other event which could reasonably be expected to havebe material with regard to (x) the Revolving Credit Priority Collateral, taken as a Material Adverse Effect; whole, or (jy) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonPari Passu Priority Collateral, taken as a whole.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to Agent, the Lenders) written notice of the following Issuing Bank and each Lender, promptly after any Responsible Officer of the Parent Borrower or any Subsidiary obtains actual knowledge thereof, written notice of the following: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (action, if any) , taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to result in liability of Parent and the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Subsidiaries in an aggregate amount exceeding $1,000,000; (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of Parent or any Subsidiary from any Medical Reimbursement Program, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (e) the occurrence commencement of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding against, material audit of Parent or any noncompliance bySubsidiary by any regulatory authority, the including any HMO Regulator, and commencement of any proceeding or other action against Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material Subsidiary that could reasonably be expected to have result in a Material Adverse Effect;suspension, revocation or termination of any contract of Parent or any Subsidiary with respect to Medicaid or Medicare, including any such contract to be a Medicare+Choice Organization; and (hf) receipt by Parent or any Loan Party Subsidiary of notice of the termination or suspension of, or a material default under, any Cannabis Authorizations; (i) all amendments to any notice of suspension or breaches forfeiture of any Cannabis Authorizations that have hadcertificate of authority or similar license of any HMO Subsidiary and (ii) any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or would private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could reasonably be expected to haveresult in the suspension or forfeiture of any certification, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any Governmental Authority insurance or stock exchange with respect reimbursement program then available to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonHMO Subsidiary.

Litigation and Other Notices. Furnish Upon obtaining knowledge thereof, furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) Agents prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent a Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Subsidiary thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is (x) limiting, suspending ERISA Event or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation analogous event with respect to the Parent Borrower a Canadian Pension Plan, Defined Benefit Plan or any of its Subsidiaries Canadian Benefit Plan that, in either casealone or together with any other such events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, result in a Material Adverse Effect; (ed) the occurrence a copy of any ERISA Event form of written notice, summons, material correspondence or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) citation received from any action, claim, investigation or proceeding against, Governmental Authority or any noncompliance byother person, (i) concerning material violations or alleged violations of Environmental Laws, which seeks or threatens to impose liability on the Parent U.S.Parent Borrower or its Subsidiaries therefor, (ii) alleging liability for any material action or omission on the part of the U.S.Parent Borrower or any of its Subsidiaries related to in connection with any Release of Hazardous Material, (iii) providing any written notice of potential responsibility or liability under any Environmental Law, Environmental Permit or Hazardous Material that (iv) concerning the filing of a Lien other than a Permitted Lien permitted by Section 6.02 upon, against or in connection with the U.S.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 have result in a Material Adverse Effect;liability (to the extent not covered by insurance) of the U.S.Parent Borrower or any of its Subsidiaries in an aggregate amount exceeding $25,000,000; or (he) receipt by any Loan Party of notice of the termination or suspension ofdevelopment that has resulted in, or a material default under, any Cannabis Authorizations; (i) all amendments to or breaches of any Cannabis Authorizations that have had, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Parent Lead Borrower obtains actual knowledge thereofthereof or receipt of such document or notice, as applicable: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing any litigation investigation or commencement of, proceeding affecting any Loan Party or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would that could reasonably be expected to have a Material Adverse Effect; (ci) the occurrence or expected occurrence of any notice that any applicable Governmental Authority is Reportable Event (xor similar event) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to any Single Employer Plan (or Foreign Plan), a failure to make any required contribution to a Single Employer Plan, Multiemployer Plan or Foreign Plan, the Parent Borrower creation of any Lien on the property of the Borrowers or their respective Subsidiaries in favor of the PBGC, a Plan or a Foreign Plan or any withdrawal from, or the full or partial termination, “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or Insolvency of, any Multiemployer Plan or Foreign Plan; or (ii) the institution of proceedings or the taking of any other formal action by the PBGC or any Loan Party or any of its Subsidiaries that, in either case, has had, or would any Commonly Controlled Entity or any Multiemployer Plan which couldwould reasonably be expected to haveresult in the withdrawal from, or the termination, or Insolvency of, any Single Employer Plan, Multiemployer Plan or Foreign Plan; provided, however, that no such notice will be required under clause (i) or (ii) above unless the event giving rise to such notice, when aggregated with all other such events under clause (i) or (ii) above, couldwould be reasonably expected to result in a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Effect; (d) any other development specific to the Parent Borrower or any of its Subsidiaries Loan Party that is not a matter of general public knowledge and that has had, or would could reasonably be expected to have, a Material Adverse Effect; (e) any material notices or material demands delivered or received by any Loan Party (or on its behalf) in connection with the CIT Deferred Purchase Factoring Agreement; (f) the occurrence of (i) any ERISA Event default or Canadian Pension Event thatevent of default under the Term Loan Agreement or (ii) any payment default with respect to Material Indebtedness of any Loan Party; (g) the filing of any lien for unpaid Taxes against any Loan Party in excess of $1,000,000, together with all individually, or $2,500,000, in the aggregate; (h) any casualty or other ERISA Events and Canadian Pension Events that have occurredinsured damage to any significant portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a significant portion of the Collateral under power of imminent domain or by condemnation or similar proceeding; (i) any loss, would damage or destruction to a significant portion of Collateral, whether or not covered by insurance; (j) the filing or asserting of any Lien by customs or revenue authority against any Loan Party in excess of $1,000,000, individually, or $2,500,000, in the aggregate; (k) the failure by any Loan Party to pay rent under any Real Estate leases which, individually or in the aggregate, could reasonably be expected excepted to have a Material Adverse Effect; (f) [reserved]; (gl) any actiondefault under any Contractual Obligation of any Loan Party or its Subsidiaries, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material that which could reasonably be expected to have a Material Adverse Effect;; and (hi) receipt any release or discharge 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 its Subsidiaries of any Cannabis Authorizations Materials of Environmental Concern required to be report under applicable Environmental Laws to any Governmental Authority, unless the total Environmental Costs arising out of such release or discharge could not reasonably have a Material Adverse Effect and (ii) any condition, circumstance, occurrence or event not previously disclosed in writing to the Agent that have had, or would could reasonably be expected to haveresult in liability or expense under applicable Environmental Laws, unless the total Environmental Costs arising out of such condition, circumstance, occurrence or event could not reasonably be expected to have a Material Adverse Effect; , or could not reasonably be expected to result in the imposition of any lien or other material restriction on the title, ownership or transferability of any facilities and properties owned, leased or operated by the Loan Parties or any of their Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, and (jiii) all materially adverse correspondence any proposed action to be taken by any Loan Party or any of its Subsidiaries that could reasonably be expected to subject the any Loan Party or any of its Subsidiaries to any material additional or different requirements or liabilities under Environmental Laws, unless the total Environmental Costs arising out of such proposed action could not reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this Section 6.056.05 shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and notices received from any Governmental Authority stating what action the Loan Party or stock exchange its Subsidiary proposes to take with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Personthereto.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) and each Lender or Holder prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to result in liability of the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000; (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect; (e) any change in the occurrence of Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by ▇▇▇▇▇’▇, or any ERISA Event notice from either such agency indicating its intent to effect such a change or Canadian Pension Event thatto place the Borrower on a “CreditWatch” or “WatchList” or any similar list, together in each case with all other ERISA Events and Canadian Pension Events that have occurrednegative implications, would reasonably be expected or its cessation of, or its intent to have a Material Adverse Effectcease, rating the Borrower; (f) [reserved];upon any officer of a Loan Party obtaining knowledge of the occurrence of, or threat of, any Regulatory Notice Event against or affecting any Loan Party, or any of the Loan Parties’ Affiliates or any material aspect of the Program or the Program Guidelines, written notice thereof together with such other information as may be reasonably available (and able to be disclosed in the Loan Parties’ reasonable judgment) to the Loan Parties to enable the Administrative Agent, the Lenders and the Holders and their counsel to evaluate such matters; and (g) any action, claim, investigation or proceeding against, or any noncompliance by, material changes to the Parent Borrower Program 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonProgram Guidelines.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement; (c) the filing or commencement of, or any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower Borrowers or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (ei) the occurrence of any ERISA Event or Canadian Pension Event that, alone or together with all any other ERISA Events and Canadian Pension Events that have occurred, would could reasonably be expected to result in liability of the Borrowers or any ERISA Affiliate in an aggregate amount exceeding $10,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other 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; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (f) [reserved];any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the U.S. Term Loan Facility, the Tranche A Term Loan Facility or the Tranche C Term Loan Facility by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower, the U.S. Term Loan Facility, the Tranche A Term Loan Facility or the Tranche C Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower, the U.S. Term Loan Facility, the Tranche A Term Loan Facility or the Tranche C Term Loan Facility; and (g) the occurrence of any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material material fraud that could reasonably be expected to involves management employees who have a Material Adverse Effect; (h) receipt by any Loan Party significant role in the internal controls over financial reporting 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person, in each case, as described in Securities Laws.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after Promptly upon any Responsible Officer of the Parent Borrower obtains actual knowledge or any Subsidiary becoming aware thereof, furnish to each Lender written notice of the following: (a) (i) the occurrence of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect theretothereto and (ii) the occurrence of any “Default” or “Event of Default” under the Existing Credit Agreement and the Senior Credit Agreement; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have a Material Adverse Effectresult in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; (c) the occurrence of any notice ERISA Event that, alone or together with any other ERISA Events that any applicable Governmental Authority is (x) limitinghave occurred, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to has resulted in liability of the Parent Borrower or any of and its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)an aggregate amount exceeding $500,000; (d) the receipt by the Borrower, any other development specific Subsidiary or the Acquired Business of written notice of violation of or potential liability under or pursuant to the Parent Borrower or any of its Subsidiaries Environmental Laws that is not a matter of general public knowledge and that has had, or would reasonably be expected to haveresult in the Borrower, a Material Adverse Effect;any Subsidiary or the Acquired Business incurring fines or penalties pursuant to Environmental Laws in amounts equal to $100,000 or other Environmental Liabilities in an aggregate amount exceeding $500,000; and (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events event that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g) any action, claim, investigation or proceeding againsthas resulted in, or any noncompliance by, the 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 haveresult in, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) and each Lender prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Default or Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the occurrence of any “Default” or “Event of Default” under and as each is defined in the ABL Credit Agreement or the Senior Secured Note Indentures; (c) the filing or commencement of, or any written threat or notice of intention of any person Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitrationAuthority, against the Parent Borrower Borrowers or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Affiliate thereof that could reasonably be expected to have result in a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (ei) the occurrence of any ERISA Event or Canadian Pension Event that, alone or together with all any other ERISA Events and Canadian Pension Events that have occurred, would could reasonably be expected to result in liability of the Borrowers or any ERISA Affiliate in an aggregate amount exceeding $l0,000,000 and (ii) the occurrence of any Foreign Benefit Event that, alone or together with any other 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; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (f) [reserved];any change in the Lead Borrower’s corporate rating by S&P, in the Lead Borrower’s corporate family rating by ▇▇▇▇▇’▇ or in the ratings of the U.S. Term Loan Facility by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a change or to place the Lead Borrower or the U.S. Term Loan Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Lead Borrower or the U.S. Term Loan Facility; and (g) the occurrence of any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material material fraud that could reasonably be expected to involves management employees who have a Material Adverse Effect; (h) receipt by any Loan Party significant role in the internal controls over financial reporting 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 or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person, in each case, as described in Securities Laws.

Litigation and Other Notices. Furnish to the Administrative Agent (which who will promptly thereafter furnish such information to the Lenders) written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereof:): (a) prompt written notice of any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) prompt written notice of the filing or commencement of, or any written threat or notice of intention of any person or class to file or commence, any action (including a class action), suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitrationAuthority, against the Parent Borrower any Loan Party or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, that would reasonably be expected to have result in a Material Adverse Effect; (c) any prompt written notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event described in clause (b) of the definition thereof or Canadian Pension any other ERISA Event that, alone or together with all any other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effectresult in liability of any Loan Party or any of its Subsidiaries, either individually or in an aggregate amount exceeding $5,000,000; (d) any notice delivered by or on behalf of (x) Sabine to the holders of the Sabine Notes or (y) the borrower under the CSH Credit Agreement; (e) any notice of any default or event of default under any agreement in respect of Indebtedness (other than the Loan Documents) of any Loan Party, CQP or Sabine in excess of $10,000,000; (f) [reserved]any notice of any default or termination received by Sabine of which any Loan Party has knowledge under any TUA, other Material Project Document or Phase 2-Stage 1 EPC Arrangement (as such terms are defined in the Sabine Indenture); (g) any action, claim, investigation or proceeding against, or any noncompliance by, the 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 prompt written 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 development that have hadhas resulted in, or would reasonably be expected to haveresult in, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (kh) prompt written notice of the entering into any rejection notice for new agreement that would constitute or renewal security clearance applications for any Responsible Persongive rise to a Change of Control.

Litigation and Other Notices. Furnish to TCO and the Administrative Agent (which will promptly thereafter furnish to the Lenders) prompt written notice of the following promptly after any Responsible Officer of the Parent Borrower obtains actual knowledge thereoffollowing: (a) any Event of Default or 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 any written threat or written notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitrationAuthority, against the Parent Borrower any Schedule 3, Affirmative Covenants Tensar Party or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would Subsidiary that could reasonably be expected to have result in a Material Adverse Effect; (c) the occurrence of any notice that any applicable Governmental Authority is ERISA Event described in clause (xb) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to of the Parent Borrower definition thereof or any of its Subsidiaries other ERISA Event that, in either casealone or together with any other ERISA Events that have occurred, has had, or would could reasonably be expected to have, a Material Adverse Effect (except to result in liability of the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law)Tensar Parties and the Subsidiaries in an aggregate amount exceeding $500,000; (d) any other development specific to of the Parent Borrower or any of its Subsidiaries that is not a matter of general public knowledge following environmental matters, specifying the nature and that has hadextent thereof and the proposed response thereto, or would reasonably be expected to have, a Material Adverse Effect; (e) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (f) [reserved]; (g1) any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any violation of its Subsidiaries related to any Environmental Law, Environmental Permit or Release or threatened Release of Hazardous Material Materials that could reasonably be expected to have a Material Adverse Effect; require remedial action or give rise to Environmental Liability in excess of $500,000, (h2) receipt any remedial action taken by any Loan Tensar Party or its Subsidiaries or any other person in response to any Release or threatened Release 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 Hazardous Materials that have had, or would could reasonably be expected to haveresult in Environmental Liability in excess of $500,000, (3) any actions or proceedings relating to any Environmental Liability (including any requests for information by a Governmental Authority) that could reasonably be expected to be in excess of $500,000, and (4) any Tensar Party’s or any Subsidiaries’ discovery of any occurrence or condition at any Mortgaged Property, or on any adjoining or proximate real property, that could cause such Mortgaged Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Law; (e) any Asset Sale, Equity Issuance or incurrence of Financing Obligations not otherwise permitted by Section 1.01 of Schedule 4; and (f) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange with respect to any Cannabis Authorizations or any regulatory or other investigations into the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible Person.

Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Parent Borrower any Loan Party obtains actual knowledge thereof: (a) any condition or event that constitutes a Default or an Event of Default or 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 any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Parent Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any notice that any applicable Governmental Authority is (x) limiting, suspending or terminating a Health Canada Licence or other material Cannabis Authorization or (y) commencing an investigation with respect to the Parent Borrower or any of its Subsidiaries that, in either case, has had, or would reasonably be expected to have, a Material Adverse Effect (except to the extent that any disclosure pursuant to clause (y) is prohibited by applicable Requirements of Law); (d) any other development specific to Holdings, the Parent Borrower or any of its the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (ec) the occurrence of any ERISA Event or Canadian Pension Event that, together with all other ERISA Events and Canadian Pension Events that have occurred, would reasonably be expected to have a Material Adverse Effect; (fd) [reserved];any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification; and (ge) any action, claim, investigation or proceeding against, or any noncompliance by, the Parent Borrower or any of its Subsidiaries related to any Environmental Law, Environmental Permit or Hazardous Material except for matters that could would not be reasonably be expected to have result in a Material Adverse Effect; (h) receipt by any Loan Party liability, obligation or the incurrence of notice of costs exceeding $7.5 million individually or $15.0 million in the termination or suspension of, or a material default under, any Cannabis Authorizations;aggregate: (i) all amendments to or breaches the receipt of any Cannabis Authorizations Environmental Claim (or written notice that have hadsuch Environmental Claim may be forthcoming) asserted against or otherwise affecting any of the Loan Parties or subsidiaries or (ii) any violation of Environmental Laws. In connection with any notice delivered pursuant to this Section 5.05, (i) the Borrower shall also deliver a certificate of a Responsible Officer specifying the nature and period of existence of such condition, event or change, or would reasonably be expected specifying the notice given (if applicable) and the nature of such claimed Event of Default, Default, event or condition, as applicable, and what action Borrower and other applicable Loan Parties have taken, are taking and propose to have, a Material Adverse Effect; (j) all materially adverse correspondence and notices received from any Governmental Authority or stock exchange take with respect thereto and (ii) upon reasonable request by any Agent or Lender, the Borrower shall promptly provide such other information as may be reasonably available to any Cannabis Authorizations or any regulatory or other investigations into Loan Party to enable the Loan Parties’ business practices; and (k) any rejection notice for new or renewal security clearance applications for any Responsible PersonAdministrative Agent and Lenders and their counsel to evaluate such matters.