Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution (which will promptly furnish such written notice to each Lender the Lenders) written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains knowledge thereof: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderor Default; (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 proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against Holdings, the Borrower or any of its Significant the Subsidiaries that has a reasonable likelihood of being adversely determined thereof as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any all other ERISA Events that have occurredoccurred and are continuing, would reasonably be expected to result in have a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly Irish Holdco and each Restricted Subsidiary will, upon knowledge thereof by a responsible officer of the Borrower obtaining actual knowledge thereofResponsible Officer, the Borrower will furnish to the Administrative Agent for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the or affecting Irish Holdco, Borrower or any of its Significant Subsidiaries Subsidiary or Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; (i) any contribution required to be made with respect to a Non-U.S. Plan has not been timely made; (ii) Irish Holdco or any Subsidiary has incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan; or (iii) Irish Holdco or any Subsidiary may incur any material liability pursuant to any Non-U.S. Plan, in each case, to the extent that such event could reasonably be expected to result in a Material Adverse Effect; (e) any event or discovery of conditions, including, but not limited to a Release or threatened Release of Hazardous Materials, that could reasonably be expected to result in a Material Adverse Effect; and (df) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Irish Holdco setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (b) of this Section 5.02 shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Information required to be delivered pursuant to this Section 5.02 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Notices of Material Events. Promptly upon a responsible officer after the Borrower becoming aware of any of the Borrower obtaining actual knowledge thereoffollowing, the Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured (i) within the time periods set forth hereinherein and (ii) before the Borrower became aware of such Default, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliates that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or of political nature to the extent that they would could not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution (and the Administrative Agent will make available to each Lender Lender) prompt written notice of a Responsible Officer obtaining Knowledge of any of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or affecting any Wireline Company or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; (d) (i) the occurrence of, or receipt of a written notice of any claim with respect to, any Environmental Liability that could reasonably be expected to result in a Material Adverse Effect, or (ii) receipt of a written notice of non-compliance with any Environmental Law or permit, license or other approval required under any Environmental Law to the extent such non-compliance could reasonably be expected to result in a Material Adverse Effect; and (de) (i) non-compliance with any other development (excluding matters of a general economicRegulatory Authorization, financial or political nature to the extent that they would not such non-compliance could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inMaterial Adverse Effect, or would (ii) receipt of any written notice from any Governmental Authority in relation to the continuation, validity, renewal or conditions attaching to any Regulatory Authorization which could reasonably be likely expected to result in, have a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish Furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of, or, to the knowledge of the Borrower, any threat or notice of intention of any Person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity by or before any arbitrator or Governmental Authority (i) against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document; (c) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount; and (y) that any contribution in excess of the Threshold Amount required to be made with respect to a Material Adverse Effect; andForeign Pension Plan has not been timely made, or that the Borrower or any Subsidiary of the Borrower may incur any liability in excess of the Threshold Amount pursuant to any Foreign Pension Plan (other than to make contributions in the ordinary course of business). (d) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent (for prompt distribution to each Lender through the Administrative Agent) written notice promptly, but in any event within five Business Days of, any of the Chief Executive Officer, the President, the General Counsel or the Chief Financial Officer of any Borrower obtaining actual knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Borrower knowledge of the Chief Financial Officer or another executive officer of the Company or any of its Significant Subsidiaries Subsidiary, affecting the Company or any Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, that alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, could reasonably be expected to result in a liability in excess of $50,000,000; (d) with respect to a funded Foreign Plan, a termination, withdrawal or noncompliance with applicable law or plan terms that would reasonably be expected to result in a liability in excess of $50,000,000; (e) any event, notice or circumstance or any correspondence with any Governmental Authority (including with respect to any release into the indoor or outdoor environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority) which could reasonably be expected to lead to any Material Adverse Effect; and (df) any other development (excluding matters including notice of a general economicany Environmental Liability) that results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a the Chief Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary, affecting the Borrower or any Affiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) within three Business Days after the Borrower becomes aware of the occurrence of any ERISA Event or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, would could reasonably be expected to result in a Material Adverse Effect; andmaterial liability of the Borrower and the Subsidiaries; (d) any change in the ratings of the credit facilities made available under this Agreement 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 such credit facilities 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 such credit facilities; and (e) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to ----------------------------- the Administrative Agent for distribution to each Lender and the Arranger prompt written notice of the following: (a) the occurrence of any Default (unless or the Borrower first became aware occurrence of such Default from a any event that with notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth hereinor lapse of time, the failure to provide notice of such Default shall not itself result in an or both, would constitute and Event of Default hereunderDefault; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof not previously disclosed in writing to the Administrative Agent or the Arranger or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Administrative Agent or the Arranger that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the filing or commencement of any action, suit, proceeding, or arbitration by or on behalf of the Borrower or any of its Affiliates claiming or asserting damages in favor of the Borrower of its Affiliates valued in excess of $50,000; (d) the occurrence of any ERISA Event thatthat , alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000; (de) the occurrence of any event described in Schedule 9.02(e); (f) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 9.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be materially likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt (but in any event not later than five (5) days following the occurrence thereof) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower Credit Parties or any of its Significant their respective Subsidiaries that has a reasonable likelihood of being adversely determined and whichnot previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Termination Event thatthat results in, alone or together with could reasonably be expected to result in, a Material Adverse Effect; (d) any other ERISA Events that have occurredcondition or event of which the Borrower has knowledge, would which condition or event has resulted or may reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters of change in the information provided in any Beneficial Ownership Certification delivered to a general economic, financial or political nature Lender that would result in a change to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. list of beneficial owners identified in such Beneficial Ownership Certification; Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and Subsidiary which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. . (f) Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) A violation of this Agreement (including the occurrence of any event described in Article VII) that has resulted in the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower Within five Business Days after obtaining actual knowledge thereof, the Borrower Company will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including with respect to any Environmental Liability) against the Borrower Company or any Subsidiary or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Company to the Administrative Agent, that in each case could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of its Significant Subsidiaries this Agreement or any other Loan Document; (c) the occurrence of any ERISA Event or any fact or circumstance that has gives rise to a reasonable likelihood of being adversely determined and whichexpectation that any ERISA Event will occur that, if adversely determinedin either case, would alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; (cd) any material change in accounting policies or financial reporting practices by the occurrence Company or any Subsidiary (it being understood and agreed that such notice shall be deemed provided to the extent described in any financial statement delivered to the Administrative Agent pursuant to the terms of this Agreement); (e) any Governmental Authority denial, revocation, modification or non-renewal of any ERISA Event that, alone Environmental Permit held or together with sought by the Company or any other ERISA Events Subsidiary that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and; (df) any other development (excluding matters of a general economicthat has resulted, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inresult, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and Subsidiary which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; (e) the acquisition or formation of a new Subsidiary; (f) transfers of assets to non-Material Subsidiaries outside the ordinary course of business; and (dg) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) prompt written notice of a Responsible Officer of the Borrower’s obtaining knowledge of any of the following: (a) the occurrence of any Default (unless or Event of Default, in each case, except to the extent the Administrative Agent shall have furnished the Borrower first became aware of such Default from a written notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderthereof; (b) to the knowledge of a Responsible Officer of the Borrower, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or threatened in writing against the Borrower or any of its Significant Subsidiaries Restricted Subsidiary that has a reasonable likelihood of being would reasonably be expected to be adversely determined and which, if adversely determined, would reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters including receipt of a general economic, financial written notice of any claim or political nature condition arising under or relating to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrowerany Environmental Law) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to this Section 5.02 may be delivered electronically in accordance with Section 5.01.

Notices of Material Events. Promptly upon a responsible officer Upon such Borrower becoming aware of any of the Borrower obtaining actual knowledge thereoffollowing, the such Borrower will (solely with respect to such Borrower) furnish to the Administrative Agent for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default with respect to such Borrower (unless the such Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the or affecting such Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse EffectEffect with respect to such Borrower; (c) the occurrence of any ERISA Event with respect to such Borrower that, alone or together with any other ERISA Events that have occurredoccurred with respect to such Borrower, would could reasonably be expected to result in a Material Adverse EffectEffect with respect to such Borrower; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would could not reasonably be expected to have a disproportionate effect on the such Borrower) that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse EffectEffect with respect to such Borrower. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the such Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, Holdings and the Borrower will furnish to the Administrative Agent for distribution Agent, which shall furnish to each Lender Lender, prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) to the extent permissible by Requirements of Law, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against Holdings, the Borrower or any Restricted Subsidiary, or, to the knowledge of its Significant Subsidiaries a Financial Officer or another executive officer of Holdings or the Borrower, affecting Holdings, the Borrower or any Restricted Subsidiary thereof, or any materially adverse development in any such pending action, suit or proceeding not previously disclosed in writing by Holdings or the Borrower to the Administrative Agent, that has a reasonable likelihood of being adversely determined and which, if adversely determined, in each case would reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters including any notice of a general economicany Environmental Liability) that has resulted, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inresult, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender Lender) prompt written notice notice, after an Authorized Officer becomes aware of such event, of the followingfollowing events: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate (or any adverse change or development in any such action, suit, investigation or proceeding) thereof that, in the good faith judgment of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichthe Borrower, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and; (d) any other development (excluding matters including the incurrence or imposition of a general economicEnvironmental Liability) that, financial in the good faith judgment of the Borrower, results in, or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect; and (e) solely to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under clauses (a) through (d) of this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) prompt written notice of a Responsible Officer of the Borrower’s obtaining knowledge of any of the following: (a) the occurrence of any Default (unless or Event of Default, in each case, except to the extent the Administrative Agent shall have furnished the Borrower first became aware of such Default from a written notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderthereof; (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 proceeding, whether at law or in equity by or before any arbitrator or Governmental Authority Authority, (i) against the Borrower or any of its Significant Subsidiaries Loan Party thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document; (c) the occurrence of any ERISA Event thatdevelopment that has resulted in, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in in, a Material Adverse Effect; and (d) the occurrence of any other development (excluding matters of a general economicloss or damage to, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) any taking or condemnation of, property that has resulted in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to this Section 5.02 may be delivered electronically in accordance with Section 5.01.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) A violation of this Agreement (including the occurrence of any event described in Article VII) that has resulted in the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be materially likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Parent Borrower will furnish to the Administrative Agent Agent, for distribution to each Lender the Lenders, and to the Foreign Trade Facility Agent prompt written notice notice, upon any Financial Officer having knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Parent Borrower or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Parent Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (d) after the occurrence of the Ratings Event, any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding that could reasonably be expected to reduce the value of the Collateral by an aggregate amount in excess of $50,000,000; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would could reasonably be likely expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Parent Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender the Lenders) prompt written notice of the following: (a) Promptly upon becoming aware of the occurrence existence of any Default (unless condition or event that constitutes a Default, written notice thereof specifying the Borrower first became aware of such Default from a notice delivered by nature and duration, thereof and the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure action being or proposed to provide notice of such Default shall not itself result in an Event of Default hereunderbe taken with respect thereto; (b) the filing or commencement Promptly upon becoming aware of any action, suit litigation or proceeding of any investigative proceedings by or before any arbitrator or a Governmental Authority commenced or threatened in writing against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichwhich they have notice, if adversely determined, would the outcome of which could reasonably be expected to result in have a Material Adverse EffectEffect on the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; (c) the The occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; and (d) Promptly after any other development (excluding matters occurrence or after becoming aware of a general economicany condition affecting the Borrower or any Subsidiary that results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would may reasonably be expected to result in a Material Adverse Effect; (c) the filing or commencement of any investigation, action, suit or proceeding by any Governmental Authority against the Borrower or any Affiliate which is material to its or such Affiliate’s business; provided, that neither the Borrower nor any Affiliate thereof shall be required to provide such notice to the extent, and so long as, such notice is prohibited by applicable laws or regulations or by any subpoena or similar legal process; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would may reasonably be expected to result in a Material Adverse Effect; (e) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (df) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not may reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Borrowers will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary, affecting the Borrower or any Affiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) within three Business Days after the Borrower becomes aware of the occurrence of any ERISA Event or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, would could reasonably be expected to result in a Material Adverse Effect; andmaterial liability of the Borrower and the Subsidiaries; (d) any change in the ratings of the credit facilities made available under this Agreement 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 such credit facilities 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 such credit facilities; and (e) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for prompt distribution to each Lender through the Administrative Agent) written notice promptly, but in any event within five Business Days of, any of the Chief Executive Officer, the President, the General Counsel or the Chief Financial Officer of the Borrower obtaining actual knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Chief Financial Officer or another executive officer of the Borrower or any of its Significant Subsidiaries Subsidiary, affecting the Borrower or any Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, would could reasonably be expected to result in a liability in excess of $50,000,000; (d) any event, notice or circumstance or any correspondence with any Governmental Authority (including with respect to any release into the indoor or outdoor environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority) which could reasonably be expected to lead to any Material Adverse Effect; and (de) any other development (excluding matters including notice of a general economicany Environmental Liability) that results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a the Chief Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution (which the Administrative Agent shall promptly distribute to each Lender Lender) prompt written notice of the following: (a) the Chief Executive Officer or any Financial Officer obtaining knowledge of the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the Chief Executive Officer or any Financial Officer obtaining knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being would reasonably be expected to be adversely determined and whichand, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the Chief Executive Officer or any Financial Officer obtaining knowledge of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) the Chief Executive Officer or any Financial Officer obtaining knowledge of the occurrence of any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, inquiry, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Borrower, any Subsidiary thereof or any of its Significant Subsidiaries that has a reasonable likelihood their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders); (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary thereof or any of being adversely determined their Properties in connection with any Environmental Laws (excluding routine testing and whichcorrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, would could reasonably be expected to result in a Material Adverse Effectliability in excess of $500,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; (d) a Material Adverse Effectcopy of any proposed amendment to the Management Services Agreement; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon after a responsible officer Responsible Officer of the Borrower obtaining actual knowledge becomes aware thereof, the Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would Subsidiary which could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, would affecting the Borrower or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect; (d) any change in the Rating Category of the Borrower or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect; andor (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 5.2 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender written notice of the following:following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default (unless the Borrower first became aware under this Agreement or any default or event of such Default from default under a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderSenior Loan Document; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or affecting any Credit Party or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. At the Administrative Agent’s option, after the happening of any of the events listed in clauses (a), (b) or (d) above, the Administrative Agent may obtain, or cause the Borrower to obtain, an updated Appraisal for the Mortgaged Properties giving rise to such events, all at the Borrower’s expense.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichand, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Effective Date, results in, or would reasonably be expected to result in in, a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the BorrowerBorrower and its Subsidiaries (other than Financing Subsidiaries)) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution (which will promptly furnish such written notice to each Lender the Lenders) written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains knowledge thereof: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderor Default; (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 proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against Holdings, the Borrower or any of its Significant the Subsidiaries that has a reasonable likelihood of being adversely determined thereof as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect; (c) any loss, damage, or destruction to the Collateral in the amount of $10,000,000 or more, whether or not covered by insurance; (d) any and all default notices received under or with respect to any leased location or public warehouse where any material Collateral is located; (e) the occurrence of any ERISA Event that, alone or together with any all other ERISA Events that have occurredoccurred and are continuing, would reasonably be expected to result in have a Material Adverse Effect; and (df) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing to the Borrower Lenders or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichmaterial adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, would could reasonably be expected to result in a Material Adverse Effectliability in excess of $7,500,000, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $7,500,000; (d) any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Borrower or its Subsidiaries or their Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $7,500,000, not fully covered by insurance, subject to normal deductibles; and (e) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) prompt written notice of a Responsible Officer of the Borrower’s obtaining knowledge of any of the following: (a) the occurrence of any Default (unless or Event of Default, in each case, except to the extent the Administrative Agent shall have furnished the Borrower first became aware of such Default from a written notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderthereof; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Responsible Officer of the Borrower, threatened in writing against, prior to the Acquisition Closing Date, the Borrower or any of its Significant Subsidiaries Restricted Subsidiary, and, after the Acquisition Closing Date, the Parent or any Restricted Subsidiary, that has a reasonable likelihood of being would reasonably be expected to be adversely determined and which, if adversely determined, would reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the occurrence of any ERISA Event or similar event with respect to any Foreign Plan that, alone or together with any other ERISA Events that have occurredin either case, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters including notice of a general economic, financial any claim or political nature condition arising under or relating to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrowerany Environmental Law) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to this Section 5.02 may be delivered electronically in accordance with Section 5.01.

Notices of Material Events. Promptly upon a responsible officer of The Parent or the Borrower obtaining actual knowledge thereof, the Borrower Company will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or affecting any Loan Party or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (i) the United Kingdom Pensions Regulator issuing a financial support direction or a contribution notice (as those terms are defined in the Pensions Act 2004) in relation to any Non-U.S. Pension Plan, (ii) any amount is due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995 which would reasonably be expected to result in a Material Adverse Effect and/or (iii) an amount becomes payable under section 75 or 75A of the United Kingdom Pensions Act of 1995 which would reasonably be expected to result in a Material Adverse Effect, in each case describing such matter or event and the action which the Parent proposes to take with respect thereto; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, Parent and the Borrower will furnish deliver to the Administrative Agent for distribution to each Lender prompt written notice of the followingfollowing after any Authorized Officer of Parent or the Borrower obtains knowledge thereof: (a) as soon as possible, but in any event within five Business Days of obtaining such knowledge, the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of (i) any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined Adverse Proceeding as to which an adverse determination is reasonably probable and whichthat, if adversely determined, would reasonably be expected to result in have a Material Adverse EffectEffect or that in any manner questions the validity or enforceability of any of the Credit Documents or otherwise directly involves any of the Credit Documents or the Transactions or (ii) any material and adverse development in any Adverse Proceeding referred to in clause (i) above; (c) the occurrence of any ERISA Event thatAsset Sale or Insurance/Condemnation Event; (d) as soon as possible, alone but in any event within two Business Days of obtained such knowledge, the occurrence of a Receivables Trigger Event; (e) any material breach of the terms of, or together with the occurrence of a default or an event of default under, any other ERISA Events Master Intercompany Agreement to which any Credit Party is a party, and notice (in reasonable detail) of any written notices delivered thereunder; or (f) any event or condition that have occurredhas had, or would reasonably be expected to result have, individually or in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result inaggregate, a Material Adverse Effect. Each notice delivered under this Section 5.02 5.2 shall be accompanied by a statement certificate of a Financial an Authorized Officer or other executive officer of Parent and the Borrower setting forth the details of the event or development requiring such notice and any action taken Parent or proposed any Restricted Subsidiary has taken, is taking or proposes to be taken take with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) prompt written notice of a Responsible Officer of the Borrower’s obtaining knowledge of any of the following: (a) the occurrence of any Default (unless or Event of Default, in each case, except to the extent the Administrative Agent shall have furnished the Borrower first became aware of such Default from a written notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderthereof; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Borrower knowledge of a Responsible Officer of the Borrower, threatened in writing against the Parent or any of its Significant Subsidiaries Restricted Subsidiary, that has a reasonable likelihood of being would reasonably be expected to be adversely determined and which, if adversely determined, would reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the occurrence of any ERISA Event or similar event with respect to any Foreign Plan that, alone or together with any other ERISA Events that have occurredin either case, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters including notice of a general economic, financial any claim or political nature condition arising under or relating to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrowerany Environmental Law) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered pursuant to this Section 5.02 may be delivered electronically in accordance with Section 5.01.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution prompt notification to each Lender Lender) prompt (but in any event within five (5) Business Days) written notice after any Financial Officer of the Borrower obtains knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereundercontinuing Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or affecting Parent, any Subsidiary or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and (d) (i) any material labor dispute to which Parent or any Subsidiary is, or is reasonably likely to become, a party, including any strikes, lockouts or other development disputes relating to any of Parent’s or such Subsidiary’s plants and other facilities and (excluding matters of a general economic, financial ii) any Worker Adjustment and Retraining Notification Act or political nature related liability incurred with respect to the extent closing of any plant or other facility of Parent or any such Subsidiary, in each case that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer after any Responsible Officer of Holdings or the Borrower obtaining obtains actual knowledge thereof, Holdings or the Borrower will furnish to the First Lien Administrative Agent (for distribution to each Lender through the First Lien Administrative Agent) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of Holdings, any Intermediate Parent, the Borrower or any Subsidiary, affecting Holdings, any Intermediate Parent, the Borrower or any Subsidiary or the receipt of its Significant Subsidiaries a written notice of Environmental Liability, in each case that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (dc) the occurrence of any other development (excluding matters of a general economic, financial or political nature to the extent ERISA Event that they would not reasonably be expected to have a disproportionate effect on expected, individually or in the Borrower) that has resulted inaggregate, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer of Holdings or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender written Agentwritten notice of the following: (afollowing promptly after any Responsible Officer of the Borrower obtainsknowledge thereof:(a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (bor Default;(b) the filing or commencement of any action, suit or proceeding proceeding, whether at law ▇▇▇▇ equity or by or before any arbitrator or Governmental Authority or in arbitration, against the Borrower or any orany of its Significant the Restricted Subsidiaries that has a reasonable likelihood of being adversely determined and as to which an adverse determination is reasonably probableand which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect; AdverseEffect; (c) the occurrence of any ERISA Event that, alone or together with any all other ERISA Events that Eventsthat have occurredoccurred and are continuing, would reasonably be expected to result in have a Material Adverse EffectAdverseEffect; and (dand(d) the assertion or occurrence thereof, notice of any other development (excluding matters action or proceeding against orof any noncompliance by any Loan Party or any of a general economic, financial or political nature to the extent its Subsidiaries with any Environmental Lawor Environmental Permit that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. .Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer ResponsibleOfficer of the Borrower setting forth the details of the event or development requiring such notice and any andany action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice upon any Responsible Officer obtaining knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliates that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone along or together with any other ERISA Events that have occurredoccurred after the Effective Date, would could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000. (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would could not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; provided that, in the case of clauses (b), (c) and (d) above, any such notice shall only be provided to the extent it or the information contained therein (i) does not constitute non-financial trade secrets or non-financial proprietary information, (ii) is not subject to attorney-client or similar privilege and does not constitute attorney work product and (iii) is not otherwise confidential or would not result in a breach, default or termination of any contractual obligation binding on the Borrower or any of its Subsidiaries; provided, further, that the Borrower shall notify the Administrative Agent that it is withholding such document or other information in accordance with the foregoing proviso.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent (for prompt distribution to each Lender through the Administrative Agent) written notice promptly, but in any event within five Business Days of, any of the Chief Executive Officer, the President, the General Counsel or the Chief Financial Officer of any Borrower obtaining actual knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Borrower knowledge of the Chief Financial Officer or another executive officer of the Company or any of its Significant Subsidiaries Subsidiary, affecting the Company or any Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, would could reasonably be expected to result in a liability in excess of $50,000,000; (d) any event, notice or circumstance or any correspondence with any Governmental Authority (including with respect to any release into the indoor or outdoor environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority) which could reasonably be expected to lead to any Material Adverse Effect; and (de) any other development (excluding matters including notice of a general economicany Environmental Liability) that results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a the Chief Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of The Parent, Holdings and the Borrower obtaining actual knowledge thereof, the Borrower Borrowers will furnish to the Administrative Agent for distribution to each Lender written notice of the followingfollowing promptly upon any officer of Parent, Holdings or Borrowers obtaining actual knowledge thereof: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderor the occurrence of any default or event of default under the ABL Loan Document; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower Parent, the Borrowers or any of its Significant Subsidiaries Subsidiary thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (d) the commencement of any proceeding by or before any Governmental Authority seeking the cancellation, termination (including by means of non-renewal), limitation, adverse modification or adverse conditioning of any Authorization that would reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters of a general economic, financial or political nature specific to the extent Parent, the Borrowers, or any of the Subsidiaries that they would is not reasonably be expected to have a disproportionate effect on the Borrower) matter of public knowledge and that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Parent, Holdings or the Borrowers setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary, affecting the Borrower or any Affiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) within three Business Days after the Borrower becomes aware of the occurrence of any ERISA Event or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, would could reasonably be expected to result in material liability of the Borrower and the Subsidiaries; (d) within five Business Days after any change in the ratings of the credit facilities made available under this Agreement by S&P or ▇▇▇▇▇’▇, or any notice from either such agency indicating its intent to effect such a Material Adverse Effectchange or to place the Borrower or such credit facilities 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 such credit facilities; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender written notice of the followingfollowing promptly after any Financial Officer or executive officer of the Borrower or any Subsidiary obtains knowledge thereof: (a) (i) the occurrence of any Default or (unless ii) the Borrower first became aware receipt of such any notice under the ABL Credit Agreement claiming that a Default from a notice delivered by the Administrative Agent); provided that if such Default (as defined therein) or borrowing base deficiency has occurred and is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereundercontinuing; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or Loan Parties or, to the knowledge of the Loan Parties, any of its Significant Subsidiaries Affiliate thereof that has involves (i) a reasonable likelihood possibility of being adversely determined an adverse determination and which, if adversely determined, would could reasonably be expected to result in a Material Adverse EffectEffect or (ii) which directly relates to the Loan Documents and could have an adverse effect on the rights or obligations of the Loan Parties thereunder; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or affecting any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichLoan Party that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; andliability of the Loan Parties in an aggregate amount exceeding the Threshold Amount; (d) any other development (excluding matters of a general economic, financial written notice or political nature written claim to the extent effect that they would not any Loan Party is or may be liable to any Person as a result of the release by any Loan Party, or any other Person of any Hazardous Materials into the environment, which could reasonably be expected to have a disproportionate effect on Material Adverse Effect; (e) any written notice alleging any violation of any Environmental Law by any Loan Party, which could reasonably be expected to have a Material Adverse Effect; (f) the Borroweroccurrence of any breach or default under, or repudiation or termination of, any Material Sales Contract, which could reasonably be expected to have a Material Adverse Effect; (g) the receipt by any Loan Party of any management letter or comparable analysis prepared by the auditors for the Borrower or any other Loan Party; and (h) any other development that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and Subsidiary which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Borrowers will furnish to the Administrative Agent for distribution to and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichLoan Parties that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) any loss, damage, or destruction to the Collateral in the amount of $25,000,000 or more, whether or not covered by insurance; (d) within two (2) Business Days of receipt thereof, any and all notices indicating any landlord’s or warehouseman’s termination or imminent intent to terminate any lease or warehouse agreement and/or refuse the Company or its Subsidiaries access to the premises, as applicable, if such terminations or inability to access such premises, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (e) any indication that credit card issuers or credit card processors are implementing holdbacks or reserves of amounts due to any Loan Party; (f) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in in, a Material Adverse Effect; (g) any loss or infringement of any Material Intellectual Property; and (dh) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing to the Borrower Lenders or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichmaterial adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, would could reasonably be expected to result in a Material Adverse Effectliability in excess of $9,000,000, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $9,000,000; (d) any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Borrower or its Subsidiaries or their Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $9,000,000, not fully covered by insurance, subject to normal deductibles; and (e) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent for distribution (which shall distribute such materials to each Lender of the Lenders) promptly following obtaining knowledge thereof by a Responsible Officer of the Company, written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower Company or any of its Significant Subsidiaries Subsidiary thereof that has a reasonable likelihood of being could reasonably be expected to be adversely determined and which, if adversely determined, would could reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the (i) occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect, (ii) receipt of any notice indicating any intention by the PBGC to terminate any Plan, or (iii) receipt of any notice indicating any intention by a Multiemployer plan to impose any Withdrawal Liability on the Company or any of its Subsidiaries or ERISA Affiliates (provided such Withdrawal Liability could reasonably be expected to exceed US$150,000,000); and (d) any other development (excluding matters of a general economicthat has resulted, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inresult, or would be likely to result in, in a Material Adverse Effect. Each notice delivered (or deemed to have been delivered) under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender promptly and, in any event, within five Business Days after acquiring knowledge thereof, written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderand the action that the Borrower or any Restricted Subsidiary is taking or proposes to take with respect thereto; (b) the incurrence of any material liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) by the Borrower or any Restricted Subsidiary, other than such liabilities and obligations referenced in clauses (i) through (v) of Section 3.05; (c) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichRestricted Subsidiary or any Affiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (cd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in unfunded liability of any Obligor resulting in a Material Adverse Effect; and (de) the date on which failure to comply with the limitations described in Section 5.09(d) first becomes known to any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse EffectFinancial Officer. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender the Lenders) prompt written notice of the following: (a) Promptly upon becoming aware of the occurrence existence of any Default (unless condition or event that constitutes a Default, written notice thereof specifying the Borrower first became aware of such Default from a notice delivered by nature and duration, thereof and the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure action being or proposed to provide notice of such Default shall not itself result in an Event of Default hereunderbe taken with respect thereto; (b) the filing or commencement Promptly upon becoming aware of any action, suit litigation or proceeding of any investigative proceedings by or before any arbitrator or a Governmental Authority commenced or threatened in writing against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichwhich they have notice, if adversely determined, would the outcome of which could reasonably be expected to result in have a Material Adverse EffectEffect on the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; (c) the The occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and (d) Promptly after any other development (excluding matters occurrence or after becoming aware of a general economicany condition affecting the Borrower or any Subsidiary that results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual Obligors will promptly furnish to Administrative Agent and, in any event, within ten (10) Business Days after acquiring knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against the Borrower or affecting any Obligor or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary not previously disclosed in writing to Administrative Agent or (ii) any material adverse development in any action, if adversely determinedsuit, proceeding, investigation or arbitration against or affecting any Obligor or any Subsidiary (whether or not previously disclosed to Administrative Agent) that, in either case, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; andliability of Obligors and their Subsidiaries in an aggregate amount exceeding $5,000,000; (d) any material change in account policies or financial reporting practices by Borrower and its Subsidiaries, on a Consolidated basis; and (e) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 10.1.3 shall be accompanied by a statement of a Financial Senior Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of ▇▇▇▇▇▇ USA and the Borrower obtaining actual knowledge thereof, the Borrower Borrowers will furnish to the Administrative Agent for distribution (and the Administrative Agent shall promptly deliver to each Lender (which delivery may be made by posting on the Platform)) prompt written notice of the following: (a) the occurrence of, or receipt by ▇▇▇▇▇▇ USA or any Borrower of any Default (unless written notice claiming the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth hereinoccurrence of, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderany Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting ▇▇▇▇▇▇ USA, the Borrower Company or any of its Significant Subsidiaries other Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by ▇▇▇▇▇▇ USA, the Company or any other Subsidiary to the Administrative Agent and the Lenders, that has a reasonable likelihood of being adversely determined and which, if adversely determined, would in each case could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in liability of ▇▇▇▇▇▇ USA, the Company and the other Subsidiaries in an aggregate amount of $25,000,000 or more; (d) the occurrence of any disposition of a Material Adverse EffectLoan Party, or any disposition outside the ordinary course of business of, or any casualty or condemnation event affecting, assets reflected in the then-current Borrowing Base having a fair market value of $25,000,000 or more, and such notice shall include such information as shall be required for the Administrative Agent to adjust the Borrowing Base to reflect such disposition; and (de) any other development (excluding matters of a general economicthat has resulted, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inresult, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of each of ▇▇▇▇▇▇ USA and the Company or the applicable Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for prompt distribution to each Lender through the Administrative Agent) written notice promptly, but in any event within five Business Days of, any of the Chief Executive Officer, the President, the General Counsel or the Chief Financial Officer of the Borrower obtaining actual knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of the Borrower or any of its Significant Subsidiaries Subsidiary, affecting the Borrower or any Affiliate thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur that, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, would could reasonably be expected to result in a Material Adverse Effectliability in excess of $150,000,000; and (d) any event, notice, circumstance or other development (excluding matters including notice of a general economicany Environmental Liability) that results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event event, notice, circumstance or other development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender the Lenders prompt written notice (which in any event shall be furnished within (i) in the case of paragraph (a) below, 10 Business Days and (ii) in the case of paragraphs (b) through (d) below, thirty (30) days) of the following: (a) the occurrence Borrower having knowledge of any Default (that has occurred, unless the Borrower first became aware of has previously provided such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereundernotification; (b) the Borrower having knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries Affiliate thereof and that has a reasonable likelihood of being adversely determined and whichsuch action, suit or proceeding, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the Borrower having knowledge of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred and are then outstanding, would reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $75,000,000; and (d) any Executive Officer’s having knowledge of any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial an Executive Officer or other executive officer of the Borrower setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Notwithstanding the foregoing, the Borrower shall not be required to provide a notice referred to in Section 5.02(b), (c) or (d) with respect to the occurrence of an event described therein if such event has been disclosed by the Borrower on Form 8-K filed with the SEC within 30 days of the occurrence of such event.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has Subsidiary as to which there is a reasonable likelihood possibility of being adversely determined an adverse determination and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (d) notice of any action arising under any Environmental Law or of any noncompliance by the Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (e) the cessation by a credit rating agency of, or its intent to cease, rating the Borrower’s debt; provided that failure to provide such notice shall not be a Default or Event of Default; and (df) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 (i) shall be in writing and (ii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution Agent, which shall furnish to each Lender Issuing Bank and each Lender, prompt written notice notice, after obtaining knowledge thereof, of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of the Borrower or any Restricted Subsidiary, affecting the Borrower or any Affiliate thereof, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent, that in each case would reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of its Significant Subsidiaries this Agreement or any other Loan Document; (c) the occurrence of any ERISA Event that has a reasonable likelihood of being adversely determined and which, if adversely determined, alone or together with any other ERISA Events that have occurred would reasonably be expected to result in a Material Adverse Effect; (cd) the occurrence any other development (including notice of any ERISA Event thatEnvironmental Liability) that has resulted, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result result, in a Material Adverse Effect; and (de) any other development (excluding matters of change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a general economic, financial or political nature change to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effectlist of beneficial owners identified in such certification. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being is reasonably likely to be adversely determined and whichand, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Company and the Subsidiaries in an aggregate amount exceeding US$100,000,000; (d) the amendment, modification or waiver of any provision of any agreement or instrument relating to any Securitization in effect on the Effective Date to (i) add any termination event or other similar event, however denominated, or to make any existing such event more onerous to the Company, any Subsidiary or any Securitization Entity, (ii) advance the stated date on which such Securitization terminates, (iii) materially reduce the amount of such Securitization or (iv) materially reduce the advance rate of such Securitization; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower Within five Business Days after obtaining actual knowledge thereof, Holdings and the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against Holdings, the Borrower or any Subsidiary or, to the knowledge of its Significant Subsidiaries a Financial Officer or another executive officer of Holdings or the Borrower, affecting Holdings, the Borrower or any Affiliate thereof, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by Holdings or the Borrower to the Administrative Agent, that has in each case could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of this Agreement or any other Loan Document; (c) the occurrence of any ERISA Event or any fact or circumstance that gives rise to a reasonable likelihood of being adversely determined and whichexpectation that any ERISA Event will occur that, if adversely determinedin either case, would alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; (cd) any material change in accounting policies or financial reporting practices by Holdings or any Subsidiary (it being understood that such notice shall be deemed provided to the occurrence extent described in any financial statement delivered to the Administrative Agent pursuant to the terms of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effectthis Agreement); and (de) any other development (excluding matters including notice of a general economicany Environmental Liability) that has resulted, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inresult, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and; (d) an announcement by ▇▇▇▇▇'▇ or S&P of a change in the ratings established or deemed to have been established for the Index Debt or any other development rating of the Borrower or any of its Subsidiaries; (excluding matters e) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against the Borrower or any of a general economic, financial its Subsidiaries or political nature any of their respective properties pursuant to the extent that they would not any applicable Environmental Laws which could reasonably be expected to have a disproportionate effect on Material Adverse Effect; (f) the Borroweroccurrence of any event or circumstance concerning or changing any of the Collateral that could reasonably be expected to have a Material Adverse Effect; or (g) any other development that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 6.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of STX and the Borrower will furnish, promptly upon STX’s or the Borrower’s obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting STX, the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in material liability of STX, the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole; (d) the occurrence of any change to the Issuer Ratings by S&P, Moody’s or Fitch; (e) any change in the information provided in the Beneficial Ownership Certification (if previously provided at the Administrative Agent’s request) that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such Beneficial Ownership Certification; and (df) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of STX or the Borrower Borrower, as applicable, setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt written notice after it has actual knowledge of any of the following: (a) the occurrence of any Default (unless or the Borrower first became aware occurrence of such Default from a any event that with notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth hereinor lapse of time, the failure to provide notice of such Default shall not itself result in or both, would constitute an Event of Default hereunderDefault; (b) the filing or commencement of, or the receipt of a threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting any member of the Borrower Group not previously disclosed in writing (including in the Schedules hereto) to the Agent or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichmaterial adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Agent that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the filing or commencement of any action, suit, proceeding, or arbitration by or on behalf of any member of the Borrower Group claiming or asserting damages in favor of any member of the Borrower Group valued in excess of Twenty Five Thousand Dollars ($25,000); (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; andliability of any member of the Borrower Group in an aggregate amount exceeding Twenty Five Thousand Dollars ($25,000); (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 9.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish or caused to be furnished to the Administrative Agent for distribution to each Lender Agent, upon the knowledge of any Responsible Officer, prompt (but in any event within the time period that may be specified below) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault, specifying the nature and extent thereof; (b) the filing or commencement receipt of any action, suit or proceeding written notice of any investigation by or before any arbitrator or a Governmental Authority or any proceeding commenced or threatened in writing against or the affecting the Borrower or any of its Significant Restricted Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) promptly after the occurrence same become publicly available, copies of any ERISA Event thatall material statements, alone reports and notices sent or together with any other ERISA Events that have occurred, would reasonably be expected made available generally by the Borrower to result in a Material Adverse Effectits security holders; and (d) the occurrence of any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would could reasonably be likely expected to result in, a Material Adverse Effect. provided, that, any documents required to be delivered pursuant to Section 6.1 or Section 6.2 above (to the extent any such documents are included in materials otherwise filed with the SEC) shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the internet at the Borrower’s publicly-available website address. Each notice delivered under this Section 5.02 6.2(a) shall be accompanied by a statement of a Financial Officer of the Borrower or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender and the Arranger prompt written notice of the following: (a) the occurrence of any Default (unless or the Borrower first became aware occurrence of such Default from a any event that with notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth hereinor lapse of time, the failure to provide notice of such Default shall not itself result in or both, would constitute an Event of Default hereunderDefault; (b) the filing or commencement of, or the receipt of a threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary thereof not previously disclosed in writing (including in the Schedules hereto) to the Administrative Agent or the Arranger or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Administrative Agent or the Arranger that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the filing or commencement of any action, suit, proceeding, or arbitration by or on behalf of the Borrower or any of its Subsidiaries claiming or asserting damages in favor of the Borrower or its Subsidiaries valued in excess of $500,000; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; (de) the occurrence of any event described in Schedule 9.02(e); (f) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 9.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent for distribution (which shall distribute such materials to each Lender of the Lenders) promptly following obtaining knowledge thereof by a Responsible Officer of the Company, written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower Company or any of its Significant Subsidiaries Subsidiary thereof that has a reasonable likelihood of being could reasonably be expected to be adversely determined and which, if adversely determined, would could reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the (i) occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect, (ii) receipt of any notice indicating any intention by the PBGC to terminate any Plan, or (iii) receipt of any notice indicating any intention by a multiemployer plan to impose any withdrawal liability on the Company or any of its Subsidiaries or ERISA Affiliates (provided such withdrawal liability could reasonably be expected to exceed US$150,000,000); and (d) any other development (excluding matters of a general economicthat has resulted, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inresult, or would be likely to result in, in a Material Adverse Effect. Each notice delivered (or deemed to have been delivered) under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) written notice (within five days after a Financial Officer of the Borrower obtains knowledge thereof) of the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderwhich in either case is continuing; (b) written notice (within five days after a Financial Officer of the Borrower obtains knowledge thereof) of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and; (d) prompt written notice of any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each ; (e) prompt written notice delivered under this Section 5.02 shall be accompanied of an announcement by a statement ▇▇▇▇▇’▇ or S&P of a Financial Officer or other executive officer change in the unsecured long-term obligations of the Borrower setting forth or the details long-term issuer credit rating of the event Borrower, respectively, and the resulting rating; and (f) promptly following a request therefor, such other information in confidence respecting the financial condition and affairs of the Borrower and its Subsidiaries (or development requiring the Target and its Subsidiaries, to the extent such notice and information is available to the Borrower) as the Administrative Agent or any action taken Lender (through the Administrative Agent) may from time to time reasonably request (subject to any legal or proposed to be taken with respect theretoconfidentiality restriction on the delivery of such requested information).

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and; (d) an announcement by Moody's or S&P of a change in the ratings established or deemed to h▇▇▇ ▇▇▇n established for the Index Debt or any other development rating of the Borrower or any of its Subsidiaries; (excluding matters e) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against the Borrower or any of a general economic, financial its Subsidiaries or political nature any of their respective properties pursuant to the extent that they would not any applicable Environmental Laws which could reasonably be expected to have a disproportionate effect on Material Adverse Effect; (f) the Borroweroccurrence of any event or circumstance concerning or changing any of the Collateral that could reasonably be expected to have a Material Adverse Effect; or (g) any other development that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 6.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt (and in any event within five Business Days after any Responsible Officer of the Borrower obtains knowledge thereof) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, has a reasonable likelihood probability of being adversely determined and whichan adverse determination and, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and; (d) any other development action, investigation or inquiry by any Governmental Authority threatened in writing or any demand or lawsuit threatened in writing by any Person against the Borrower or its Subsidiaries or their Properties, in each case, in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (excluding matters whether individually or in the aggregate) in excess of the Threshold Amount, not fully covered by insurance, subject to normal deductibles; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a general economic, financial or political nature change to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effectlist of beneficial owners identified in such certification. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish Furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of, or, to the knowledge of the Borrower, any threat or notice of intention of any Person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity by or before any arbitrator or Governmental Authority (i) against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document; (c) (x) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount; and (y) that any contribution in excess of the Threshold Amount required to be made with respect to a Material Adverse Effect; andForeign Pension Plan has not been timely made, or that the Borrower or any Subsidiary of the Borrower may incur any liability in excess of the Threshold Amount pursuant to any Foreign Pension Plan (other than to make contributions in the ordinary course of business); (d) any change in the information provided in the Beneficial Ownership Certification delivered to the Administrative Agent that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (e) any other development (excluding matters of a general economicthat has had, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Each Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (ai) the occurrence of any Default (unless the Borrower first became aware or Event of Default within 10 days of such Default from a notice delivered by the Administrative Agent)or Event of Default; provided that no notice shall be required if such Default is subsequently or Event of Default has been cured within 10 days of the time periods set forth hereinoccurrence thereof; provided, the further, that any Default or Event of Default for failure to provide a timely notice pursuant to this section shall be cured by delivery of such Default shall not itself result in an Event of Default hereundernotice; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the or affecting any Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being which would reasonably be expected to be adversely determined and whichand, if adversely so determined, would reasonably be expected to result in a Material Adverse Effect; (ciii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect[Reserved]; and (iv) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effectsuch certification. Each notice delivered under this Section 5.02 subsection shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender written notice of the following:following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default (unless the Borrower first became aware under this Agreement or any default or event of such Default from default under a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderSenior Loan Document; (b) within fifteen (15) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or affecting any Credit Party or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) within fifteen (15) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. At the Administrative Agent’s option, after the happening of any of the events listed in clauses (a), (b) or (d) above which would reasonably be expected to result in a Material Adverse Effect on any of the Mortgaged Properties, the Administrative Agent may obtain, or cause the Borrower to obtain, an updated Appraisal for the Mortgaged Properties giving rise to such events, all at the Borrower’s expense.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the (a) The Borrower will furnish to the Administrative each Agent for distribution to and each Lender prompt written notice of the following: (ai) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has Affiliate thereof as to which there is a reasonable likelihood possibility of being adversely determined an adverse determination and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (ciii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and (div) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 5.02(a) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. (b) The Borrower will furnish to each Agent prompt written notice of (i) the creation of any Securitization by the Borrower or any Restricted Subsidiary that is not a Nonrecourse Securitization and (ii) the amendment by the Borrower or any Restricted Subsidiary of an existing Nonrecourse Securitization, or the occurrence of any other event related to an existing Nonrecourse Securitization, such that such Securitization is no longer a Nonrecourse Securitization. Each notice delivered under this Section 5.02(b) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish the following to the Administrative Agent for distribution to and each Lender written notice of the followingin writing: (a) promptly after the occurrence of Borrower knows or has reason to believe that any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth hereinhas occurred, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing prompt notice of all legal or commencement arbitral proceedings, and of any action, suit or proceeding all proceedings by or before any arbitrator governmental or Governmental Authority against regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiaries, except proceedings that, if adversely determined, would reasonably be expected to result not (either individually or in the aggregate) have a Material Adverse Effect; (c) as soon as possible, and in any event within ten days after the Borrower knows or has reason to believe that any ERISA Event has occurred or exists, notice of the occurrence of any such ERISA Event and a copy of any report or notice required to be filed with or given to the PBGC by the Borrower or an ERISA Affiliate with respect to such ERISA Event; (d) prompt notice of the assertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and notice of any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, alone or together with any other ERISA Events that have occurredif adversely determined, would reasonably be expected to result not (either individually or in the aggregate) have a Material Adverse Effect; and (de) prompt notice of any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 9.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding US$10,000,000; (i) the receipt by the Borrower or any Subsidiary of a Material Adverse EffectPensions Notice from the Pensions Regulator, (ii) the Borrower or any Subsidiary becoming aware that the Pensions Regulator intends to start or has started any investigation which the Borrower or such Subsidiary has reasonable grounds to consider is reasonably likely to lead to the issue of a Pensions Notice to the Borrower or any Subsidiary or (iii) any payment made by the Borrower or any Subsidiary pursuant to a Pensions Notice (other than a Pensions Notice to which paragraph (d)(i) applies) within 30 days of receipt of such Pensions Notice by the Borrower or such Subsidiary; and (de) any other development (excluding matters of a general economicevent or occurrence that results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender Lender) prompt, and in any event within five (5) Business Days after any Responsible Officer of the Borrower or any Subsidiary obtaining knowledge thereof, written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before (i) any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse EffectEffect or (ii) any Gaming Authority (including any indication of intent by such Gaming Authority to act on a License Revocation, but excluding any proceeding involving any appearances before any Gaming Authority in the ordinary course) against or affecting the Borrower or any Affiliate thereof; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; (d) the acquisition by the Borrower or any Subsidiary of (i) any fee interest in real property, (ii) any material leasehold interest in real property or (iii) any leasehold interest in real property where a casino is or is to be located; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer after the Borrower becoming aware of any of the Borrower obtaining actual knowledge thereoffollowing, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default or Event of Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured (i) within the time periods set forth hereinherein and (ii) before the Borrower became aware of such Default, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would could not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower Within five Business Days after obtaining actual knowledge thereof, the Borrower Borrowers will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent)Default; provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder;95 (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority governmental authority (including with respect to any Environmental Liability) against the Borrower Company or any Subsidiary or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Company to the Administrative Agent, that in each case could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of its Significant Subsidiaries this Agreement or any other Loan Document; (c) the occurrence of any ERISA Event or any fact or circumstance that has gives rise to a reasonable likelihood of being adversely determined and whichexpectation that any ERISA Event will occur that, if adversely determinedin either case, would alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; (cd) any material change in accounting policies or financial reporting practices by the occurrence Company or any Subsidiary (it being understood and agreed that such notice shall be deemed provided to the extent described in any financial statement delivered to the Administrative Agent pursuant to the terms of any ERISA Event that, alone or together with this Agreement); and (e) any other ERISA Events development that have occurredhas resulted, would or could reasonably be expected to result result, in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 6.1.2 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer after any Financial Officer of the Borrower obtaining actual FCX obtains knowledge thereof, the Borrower FCX will furnish to the Administrative Agent for distribution to and each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or affecting FCX or any of its Significant Subsidiaries Subsidiary thereof that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and; (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect; (e) during any Mandatory Prepayment Period, the entry into any definitive agreement with respect to a Disposition, together with a reasonably [[NYCORP:3581742v17:3140D: 02/25/2016--08:35 PM]] detailed calculation of the aggregate amount of Net Proceeds expected to be received upon the consummation of such Disposition; and (f) during any Mandatory Prepayment Period, the consummation of any Disposition, together with a reasonably detailed calculation of the aggregate amount of Net Proceeds received in connection with such Disposition. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower FCX setting forth the details of the event or development requiring such notice and, except with respect to clauses (e) and (f) above, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower Within five Business Days after obtaining actual knowledge thereof, the Borrower Borrowers will furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority governmental authority (including with respect to any Environmental Liability) against the Borrower Company or any Subsidiary or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Company to the Administrative Agent, that in each case could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of its Significant Subsidiaries this Agreement or any other Loan Document; (c) the occurrence of any ERISA Event or any fact or circumstance that has gives rise to a reasonable likelihood of being adversely determined and whichexpectation that any ERISA Event will occur that, if adversely determinedin either case, would alone or together with any other ERISA Events that have occurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; (cd) any material change in accounting policies or financial reporting practices by the occurrence Company or any Subsidiary (it being understood and agreed that such notice shall be deemed provided to the extent described in any financial statement delivered to the Administrative Agent pursuant to the terms of any ERISA Event that, alone or together with this Agreement); and (e) any other ERISA Events development that have occurredhas resulted, would or could reasonably be expected to result result, in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 6.1.2 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent (for distribution to each Lender Lender) prompt written notice notice, after an Authorized Officer becomes aware of such event, of the following: (a) following events: the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent)Default; provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any Affiliate (or any adverse change or development in any such action, suit, investigation or proceeding) thereof that, in the good faith judgment of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichthe Company, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) ; the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters including the incurrence or imposition of a general economicEnvironmental Liability) that, financial in the good faith judgment of the Company, results in, or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect; and solely to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under clauses (a) through (d) of this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of ▇▇▇▇▇▇ USA and the Borrower obtaining actual knowledge thereof, the Borrower Company will furnish to the Administrative Agent for distribution (and the Administrative Agent shall promptly deliver to each Lender (which delivery may be made by posting on the Platform)) prompt written notice of the following: (a) the occurrence of, or receipt by ▇▇▇▇▇▇ USA or the Company of any written notice claiming the occurrence of, any Default (unless or any “Default” under and as defined in the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderABL Credit Agreement; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting ▇▇▇▇▇▇ USA, the Borrower Company or any of its Significant Subsidiaries other Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by ▇▇▇▇▇▇ USA, the Company or any other Subsidiary to the Administrative Agent and the Lenders, that has a reasonable likelihood of being adversely determined and which, if adversely determined, would in each case could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect[[NYCORP:3579392v15:3140D: 02/08/2016--09:30 AM]] #88125723v1 liability of ▇▇▇▇▇▇ USA, the Company and the other Subsidiaries in an aggregate amount of $25,000,000 or more; (d) the occurrence of any Prepayment Event; and (de) any other development (excluding matters of a general economicthat has resulted, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inresult, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of each of ▇▇▇▇▇▇ USA and the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, in either such case, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; and; (d) any Event of Default under and as defined in the Second Lien Term Loan Documents, any notice of an Event of Default delivered to the Borrower by the Second Lien Agent or the lenders thereunder, or the receipt by the Second Lien Agent or such lenders from any Loan Party of any notice of an Event of Default thereunder; and (e) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to and each Lender written notice within five (5) Business Days after it becomes aware of the following:same (unless specific time is set forth below): (a) the occurrence of any Default (unless the of which Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderhas knowledge; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being adversely determined and whichand, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event of which the Borrower has knowledge that, alone or together with any such other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent provided, however, that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer “knowledge” of the Borrower setting forth shall mean the details actual knowledge of the event Borrower after making reasonable due and diligent inquiries of each ERISA Affiliate having a Controlling ownership interest in the Borrower; provided further that, on any date, the Borrower shall be deemed to have made such due and diligent inquiry as to any such ERISA Affiliate as of such date if it has made such inquiry within 90 days of such date (it being acknowledged and agreed that the Borrower is not required to make any such inquiry, and Borrower’s failure to conduct such inquiry shall not constitute a breach of this covenant or development requiring such notice and any action taken or proposed to be taken with respect thereto.the Agreement as a whole); ​

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Tenant will furnish to the Administrative Agent for distribution to each Lender Landlord and the Mortgagee prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became promptly upon becoming aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderit; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $10,000,000 and is not covered by insurance, (ii) seeks injunctive relief which, if granted, would reasonably be expected to have a Material Adverse Effect; (c) [Reserved]; (d) the filing receipt by any Loan Party of any written notice of violation of or potential liability under, or knowledge by such Loan Party that there exists a condition that could reasonably be expected to result in a violation of or liability under, any Environmental Law, except for violations and liabilities the consequence of which would not be reasonably likely to subject the Loan Parties to liabilities exceeding $5,000,000 individually or in the aggregate; (e) obtaining knowledge of the commencement of any actionjudicial or administrative proceeding or investigation alleging a violation of or liability under any Environmental Law, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichthat, in the aggregate, if adversely determined, would reasonably be expected have a reasonable likelihood of subjecting the Tenant, Holdings or any Subsidiary to result liabilities exceeding $5,000,000 individually or in a Material Adverse Effectthe aggregate; (cf) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect[Reserved]; and (dg) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Tenant setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of Furnish promptly, but in no event later than ten days after the Borrower obtaining actual knowledge occurrence thereof, to the Borrower will furnish to Syndication Agent, the Administrative Agent for distribution to and each Lender written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) any default or event of default under any indenture, agreement or other instrument binding upon the Parent or any of its Subsidiaries that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Parent or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichSubsidiary thereof that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (cd) any litigation or proceeding affecting the Parent or any of its Subsidiaries in which there is a reasonable likelihood that damages against the Parent or any of its Subsidiaries will be recovered in the amount of $1,000,000 or more and such damages will not be covered by insurance, or any litigation or proceeding in which the amount is $1,000,000 or more and in which injunctive or similar relief is sought; (e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; and (df) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a the Chief Financial Officer or other executive officer the Chief Executive Officer of the Borrower Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) A violation of this Agreement (including the occurrence of any event described in Article VII) that has resulted in the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries Affiliates thatSubsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would couldwould reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Second Amendment Effective Date, would could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would couldwould not reasonably be expected to have a disproportionate effect on the BorrowerBorrower and its Subsidiaries, taken as a whole) that has resulted results in, or would couldwould reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower will furnish Furnish to the Administrative Agent for distribution to each Lender prompt written notice of the followingoccurrence of any of the following after any Responsible Officer of the Borrower obtains knowledge thereof: (a) the occurrence of any a Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (i) against the Borrower any Loan Party or any Subsidiary of its Significant Subsidiaries Holdings thereof that has a reasonable likelihood of being adversely determined and whichadverse determination and, if so adversely determined, would reasonably be expected to result in a Material Adverse EffectEffect (other than the Chapter 11 Cases) or (ii) with respect to any Loan Document, and in each case any material development with respect thereto; (c) the occurrence of any an ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and; (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, results in a Material Adverse Effect; (e) any change in any Loan Party’s chief executive officer or chief financial officer; (f) entry into and any material amendments, restatements, supplements or other modifications to the ABL Loan Documents; and (g) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender and the Arranger prompt written notice of the following: (a) the occurrence of any Default (unless or the Borrower first became aware occurrence of such Default from a any event that with notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth hereinor lapse of time, the failure to provide notice of such Default shall not itself result in or both, would constitute an Event of Default hereunderDefault; (b) the filing or commencement of, or the receipt of a threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliate thereof not previously disclosed in writing (including in the Schedules hereto) to the Administrative Agent or the Arranger or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Administrative Agent or the Arranger that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the filing or commencement of any action, suit, proceeding, or arbitration by or on behalf of the Borrower or any of its Subsidiaries claiming or asserting damages in favor of the Borrower or its Affiliates valued in excess of $50,000; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000; (de) the occurrence of any event described in Schedule 9.02(e); (f) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 9.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender the Lenders prompt written notice (which in any event shall be furnished within (i) in the case of paragraph (a) below, 10 Business Days and (ii) in the case of paragraphs (b) through (d) below, 30 days) of the following: (a) the occurrence Borrower having knowledge of any Default (that has occurred, unless the Borrower first became aware of has previously provided such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereundernotification; (b) the Borrower having knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries Affiliate thereof and that has a reasonable likelihood of being adversely determined and whichsuch action, suit or proceeding, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the Borrower having knowledge of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred and are then outstanding, would reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; and (d) any Executive Officer’s having knowledge of any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial an Executive Officer or other executive officer of the Borrower setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Notwithstanding the foregoing, the Borrower shall not be required to provide a notice referred to in Section 5.02(b), (c) or (d) with respect to the occurrence of an event described therein if such event has been disclosed by the Borrower on Form 8-K filed with the SEC within 30 days of the occurrence of such event.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries Affiliates that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Effective Date, would reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would not reasonably be expected to have a disproportionate effect on the BorrowerBorrower or any of its Subsidiaries) that has resulted results in, or would reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and Subsidiary which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effect; (e) the acquisition or formation of a new Material Subsidiary; (f) transfers of assets to non-Material Subsidiaries outside the ordinary course of business; and (dg) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement receipt of any action, suit notice of any investigation by a Governmental Authority or any litigation or proceeding by commenced or before any arbitrator or Governmental Authority threatened against the Borrower or any Subsidiary that (i) seeks 720377643 16508845 39 damages in excess of $5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its Significant Subsidiaries that has a reasonable likelihood fiduciaries or its assets, (iv) alleges criminal misconduct by the Borrower or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under any Environmental Law or related Requirement of being adversely determined and whichLaw, if adversely determinedor seeks to impose Environmental Liability, would in each case where such violation, remedy or liability could reasonably be expected to result in a Material Adverse Effect, or (vi) asserts liability on the part of the Borrower or any Subsidiary in excess of $5,000,000 in respect of any tax, fee, assessment, or other governmental charge; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; and (d) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer after any Responsible Officer of Holdings or the Borrower obtaining obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) written notice of the following: : (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunder; Default; (b) to the extent permissible by Requirements of Law, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of Holdings, the Borrower or any Subsidiary, affecting Holdings, the Borrower or any Subsidiary or the receipt of its Significant Subsidiaries a written notice of an Environmental Liability, in each case that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect; ; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect; and and (d) the occurrence or existence of any other development (excluding matters of a general economicevent, financial condition or political nature to the extent circumstance that they has had, or would not reasonably be expected to have a disproportionate effect on have, individually or in the Borrower) that has resulted in, or would be likely to result inaggregate, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer of Holdings or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Lessee will furnish to the Administrative Agent for distribution to and each Lender Funding Party prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Potential Event of Default hereunderor Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Borrower knowledge of the Lessee, affecting the Lessee or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and Subsidiary which, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which the Lessee or any of its Consolidated Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Lessee and its Consolidated Subsidiaries in an aggregate amount exceeding $5,000,000; (e) the occurrence of any Event of Default (as such term is defined in the Indenture) under or pursuant to the Indenture; and (df) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower shall furnish to Administrative Agent, as promptly as reasonably practicable after obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent for distribution to each Lender written notice of the followingof: (a) the occurrence of (i) any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunder; Default, (bii) the filing any matter which has resulted or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect, (iii) the receipt of any notice of any governmental investigation or any litigation commenced or threatened against Borrower, where Borrower is specifically named in such investigation or litigation or (iv) any actual or potential liabilities with respect to any Pension Plan that exceed the Threshold Amount; (cb) any transaction or event that constitutes, or that, if consummated, would constitute, a Change of Control of Borrower or a Change of Control of Issuer; or (i) the occurrence of imposition of, or any ERISA Event event or transaction that, alone or together with any other ERISA Events that have occurredif consummated, would could reasonably be expected to result in a Material Adverse Effect; and the imposition of, any Transfer Restriction (dother than Existing Transfer Restrictions) or Restrictive Condition on the Collateral, (ii) any Facility Adjustment Event or Mandatory Prepayment Event or (iii) any Lien (other development than Permitted Liens) or “adverse claim” (excluding matters within the meaning of a general economicSection 8-502 of the UCC) made or asserted against any of the Collateral. In addition, financial or political nature Borrower shall furnish to the extent that they would not reasonably be expected Administrative Agent at least five (5) Business Days’ prior written notice of any proposed change to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect’s “Independent Manager” as defined in Borrower’s Organization Documents. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer an Authorized Representative of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer after any Responsible Officer of the Borrower obtaining obtains actual knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative Agent) written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunderDefault; (b) to the extent permissible by Requirements of Law, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or another executive officer of Holdings, the Borrower or any Subsidiary, affecting Holdings, the Borrower or any Subsidiary or the receipt of its Significant Subsidiaries a written notice of an Environmental Liability, in each case that has a reasonable likelihood of being adversely determined and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect; (d) the receipt by any Loan Party or any of its Subsidiaries of any management letter, exception report or similar letter or report received by such Loan Party or such Subsidiary from its independent certified public accountants; subject, if necessary, to the consent of such certified public accountants and the execution by the Administrative Agent and applicable Lenders of nondisclosure agreements in form and substance reasonably satisfactory to the Administrative Agent and each applicable Lender; and (de) any other development (excluding matters of a general economicor event that would, financial individually or political nature to in the extent that they would not reasonably be expected to have a disproportionate effect on the Borrower) that has resulted inaggregate, or would be likely to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the The Borrower will furnish to the Administrative Agent (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Significant Subsidiaries that has a reasonable likelihood of being adversely determined and whichAffiliates that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Sixth Amendment Effective Date, would could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding (x) prior to the Borrower Merger Date, $15,000,000 and (y) on or after the Borrower Merger Date, $30,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they would could not reasonably be expected to have a disproportionate effect on the BorrowerBorrower or any of its Subsidiaries) that has resulted results in, or would could reasonably be likely expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being is reasonably likely to be adversely determined and whichand, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Company and the Subsidiaries in an aggregate amount exceeding US$100,000,000; (d) the amendment, modification or waiver of any provision of any agreement or instrument relating to any Securitization in effect on the Third Restatement Effective Date to (i) add any termination event or other similar event, however denominated, or to make any existing such event more onerous to the Company, any Subsidiary or any Securitization Entity, (ii) advance the stated date on which such Securitization terminates, (iii) materially reduce the amount of such Securitization or (iv) materially reduce the advance rate of such Securitization; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Promptly upon a responsible officer of the Borrower obtaining actual knowledge thereof, the Borrower The Company will furnish to the Administrative Agent for distribution to and each Lender prompt written notice of the following: (a) the occurrence of any Default (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunderDefault; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Significant Subsidiaries Affiliate thereof that has a reasonable likelihood of being is reasonably likely to be adversely determined and whichand, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectliability of the Company and the Subsidiaries in an aggregate amount exceeding US$100,000,000; (d) the amendment, modification or waiver of any provision of any agreement or instrument relating to any Securitization in effect on the Fourth Restatement Effective Date to (i) add any termination event or other similar event, however denominated, or to make any existing such event more onerous to the Company, any Subsidiary or any Securitization Entity, (ii) advance the stated date on which such Securitization terminates, (iii) materially reduce the amount of such Securitization or (iv) materially reduce the advance rate of such Securitization; and (de) any other development (excluding matters of a general economicthat results in, financial or political nature to the extent that they would not could reasonably be expected to have a disproportionate effect on the Borrower) that has resulted in, or would be likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.