Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. In addition to the notices required under Section 8.01 and Section 8.10(b), the Borrower will furnish to the Administrative Agent and each Lender prompt (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any a Responsible Officer becoming aware thereof) written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement of, or the threat in writing of, any action, suit or other proceeding has been filed or commenced related to any of the foregoingsuit, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review investigation or market power filing arbitration by or before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder against or affecting the Borrower or any other Credit Party not previously disclosed in writing to the Lenders that would could reasonably be expected to result in a Material Adverse Effect, or the occurrence of any adverse development in any such action, suit, proceeding, investigation or arbitration that is reasonably expected to result in a Material Adverse Effect; (iiic) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority that (i) constitutes a material adverse claim against, or asserts a material cloud upon the Borrower’s or any other Credit Party’s title to, any material citation, summons, subpoena, order, notice, claim Mortgaged Property or proceeding brought by, other Collateral pledged pursuant to the Security Instruments or brought against, (ii) otherwise attacks the Borrower validity or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings by asserting a Permitted Lien) the priority of the Administrative Agent’s Liens in any material Mortgaged Property or other Collateral pledged pursuant to the ordinary course Security Instruments, or of business before the Security Instruments under which such Mortgaged Property or other Collateral is mortgaged or pledged; and (d) the occurrence of any applicable regulatory authority) ERISA Event that results in, or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in in, a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence . Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Change in Control; and (vi) Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (a) The Borrower will, as soon as practicable and but in any event within five (5any time period that may be specified below) Business Days after the Borrower obtains Actual Knowledge of any written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default Default; (with a description b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate ▇▇▇▇-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a 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 being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days shall give to the Administrative Agent prompt written notice after the Borrower obtains Actual Knowledge becoming aware of any of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with Default, including a description of the same in reasonable detail; (b) the commencement (or threatened commencement in writing) of all material legal or arbitral proceedings whether or not covered by insurance policies maintained by or for the Borrower, the Borrower’s Member or the Borrower’s Manager in accordance herewith (it being understood that any monetary claims asserted in any proceeding which, individually or in the aggregate, exceeds $3,000,000 shall be deemed material), and of all proceedings by or before any Governmental Authority of a material nature, and any material development in respect of such legal or other proceedings, affecting any of the Borrower Parties or any Project; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Parties in an aggregate amount exceeding $250,000; (d) promptly after the Borrower knows or has reason to believe any default has occurred by the Borrower or tenant under any Major Lease or the Borrower has received a written notice of default from the tenant under any Major Lease, a notice of such default; (e) copies of any material notices or documents pertaining to or related to the Projects, the Borrower or the Borrower’s Member received from any Governmental Authority; and, with respect to Major Leases only, any notices received asserting a material default by the landlord under such lease, or relating to an assignment of the lease by the tenant, or a subletting of all or substantially all of the premises thereunder, or the vacation of all or a material portion of the premises by the tenant, or a change in control of the tenant, or an election by the tenant to terminate the lease or any other event or condition which, as reasonably determined by the Borrower, would impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as previously disclosed to the Administrative Agent; (f) notice of any Taking threatened in writing; or the occurrence of any Casualty Event resulting in damage or loss in excess of $500,000; and (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of an Authorized Officer of the Borrower setting forth, in reasonable detail, the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will furnish to the Administrative AgentAgent written notice of the following promptly after a Responsible Officer has knowledge thereof: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, any other development by which the Borrower or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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 case that wouldof the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies the occurrence of all reports on Form 8-K any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Controlits Subsidiaries; and (vif) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to (i) the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, 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 Subsidiary or any of their respective assets, franchises or licenses (including their Licenses) which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or (ii) the loss of any material License to the extent that a Responsible Officer of a Loan Party has knowledge of the loss of such License; (c) the occurrence of any event or any other proceeding has been filed development by which the Borrower or commenced related any Subsidiary (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 foregoingpreceding clauses, which individually or in each case other than any rate proceedingthe aggregate, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiid) the occurrence of any material citation, summons, subpoena, order, notice, claim or proceeding brought byERISA Event that alone, or brought againsttogether with any other ERISA Events that have occurred, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any Subsidiary of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any Subsidiary; (f) upon (and in any event within five (5) Business Days of) the Borrower’s obtaining knowledge of the institution of, or a written threat of, any action, suit, governmental investigation or arbitration proceeding against the Borrower or any Subsidiary, which action, suit, governmental investigation or arbitration proceeding, if adversely determined, could expose, in the Borrower’s reasonable judgment, the Borrower or any Subsidiary to liability in an aggregate amount in excess of $10,000,000; and (g) any other development in the business or affairs of the Borrower or a Subsidiary that results in, or could reasonably be expected to result in, a Material Adverse Effect;. (ivh) copies Each notice delivered under this Section 5.2 shall be accompanied by a written statement of all reports on Form 8-K that a Responsible Officer of the Borrower or any Material Subsidiary files with setting forth the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will furnish to the Administrative AgentAgent (for distribution to each Lender), written notice of the following promptly after obtaining knowledge thereof: (ia) the occurrence of any Default or Event of Default (with a description Default, which notice shall specify the nature thereof, the period of any existence thereof and what action being taken or proposed the applicable Loan Parties propose to be taken take with respect thereto); (iib) within five (5) Business Days after an authorized officer of any written Loan Party or any of its Subsidiaries obtains knowledge thereof, notice to from an authorized officer of the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedof (i) the commencement of, or any material development in, any litigation, action, suit proceeding or other labor controversy or proceeding has been filed affecting any Loan Party or commenced related any Subsidiary of any Loan Party or its respective property (including in respect of Environmental Laws and the Borrower’s and its Subsidiaries’ intellectual property) (A) in which the amount of damages could reasonably be expected to exceed $5,000,000, (B) which is reasonably likely to result in a Material Adverse Effect, or (C) which purports to affect the legality, validity or enforceability of any Loan Document or (ii) the occurrence of any material adverse development with respect to any of the foregoinglitigation, action, proceeding or labor controversy described in Schedule 3.06, and, in each case other than together with a statement of an authorized officer of the Borrower, which notice shall specify the nature thereof, and what actions the applicable Loan Parties propose to take with respect thereto, and, to the extent the Collateral Agent requests, copies of all documentation related thereto; (c) the occurrence of any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would ERISA Event which could reasonably be expected to result in a Material Adverse Effect; (iiid) within five (5) Business Days after any Loan Party obtains knowledge of the occurrence of a material citation, summons, subpoena, order, notice, claim breach or proceeding brought bydefault or notice of termination by any party under, or brought againstmaterial amendment entered into by any party to, any document or agreement in respect of Subordinated Indebtedness (including, without limitation, the Google Note), a statement of an authorized officer of the Borrower setting forth details of such material breach or default or notice of termination and the actions taken or to be taken with respect thereto and, if applicable, a copy of such amendment; (e) within ten (10) Business Days after, receipt thereof, copies of all “management letters” submitted to any Loan Party by the independent public accountants referred to in Section 5.01 in connection with each audit made by such accountants; (f) immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization of any Loan Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking of any step by any Person in furtherance of any such action or occurrence; (g) promptly upon the receipt thereof, any written notice received by the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Subsidiary that the FDA or other comparable Governmental Authority (other than proceedings in including any Public Health Regulatory Agency) is (i) limiting, suspending or revoking any Registration of the ordinary course Borrower or any Subsidiary, (ii) changing the market classification or labeling of business before the products of the Borrower or any applicable regulatory authoritySubsidiary under any such Registration, (iii) considering any of the foregoing, or (Biv) considering or implementing any real property under other such regulatory action either directly or indirectly involving the Borrower or any Environmental LawSubsidiary or their products, except where the regulatory action is focused on the further manufacturing, processing, packaging/repackaging, labeling/relabeling, marketing, use, or distribution of products by customers of the Borrower or any Subsidiary or other downstream purchasers or recipients; provided that, in each case that wouldof the foregoing clauses (i) through (iv), where such action is not reasonably likely to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, reasonably be expected to result in or (y) a Material Adverse Effect; (ivh) copies promptly upon the receipt thereof, (i) any FDA Section 305 notice of all reports on Form 8-K that hearing before report of criminal violation (21 U.S.C. § 335) or other written notice regarding the planned or actual institution of criminal proceedings against the Borrower or any Material Subsidiary files with Subsidiary, (ii) any written notice from any Governmental Authority proposing or threatening that any product of the Securities and Exchange Commission Borrower or any national securities exchangeSubsidiary will become the subject of seizure, embargo, withdrawal of marketing authorization, recall, detention, or suspension of manufacturing, (iii) any FDA warning letter, untitled letter, or Form FDA 483 notice of inspectional observations, and/or other similar written notice, complaint or inquiry made by the FDA or any comparable Governmental Authority (including any Public Health Regulatory Agency) asserting that the manufacture, distribution, marketing or sale of the products of the Borrower or any Subsidiary is not in compliance with any applicable law, (iv) any written notice asserting that a product of the Borrower or any Subsidiary has been or is being seized, embargoed, withdrawn, recalled, detained, or subject to a suspension of manufacturing by any Governmental Authority, or (v) any written notice of the commencement, or the threatened commencement, of any proceedings in the United States or any other applicable jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any product of any of the Borrower or any Subsidiary, except, in each case of the foregoing clauses (i) through (v), where such action could not reasonably be expected to result in (x) an obligation in excess of $5,000,000, individually or in the aggregate, or (y) a Material Adverse Effect; (vi) concurrently with the occurrence delivery of the financial information pursuant to Section 5.01(a), (b) or (c), information regarding any material amendment to the organizational documents of any Loan Party or changes in accounting or financial reporting practices, fiscal years or fiscal quarters of the Loan Parties, a Change certificate, certifying to the extent of any change from a prior certification, from an authorized officer of the Borrower notifying the Agents of such amendment and attaching thereto any relevant documentation in Controlconnection therewith; and (vij) any other development that results in, or is reasonably likely, individually or in the aggregate, 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 each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against the Borrower or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, any other development by which the Borrower or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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 case that wouldof the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies the occurrence of all reports on Form 8-K any ERISA Event that alone, or together with any other ERISA Events that have occurred, since the Closing Date, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Designated Threshold; and (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Subsidiary files with Indebtedness of the Securities and Exchange Commission Borrower or any national securities exchange; (v) the occurrence of its Subsidiaries. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Change in Control; and (vi) Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Company will furnish to the Administrative Agent and each Lender prompt written notice (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any Days) of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) the commencement of any legal or arbitral proceedings, and of all proceedings before any Governmental Authority filed against any Borrower or any Subsidiary, except proceedings that, if adversely determined, could not reasonably be expected to result in liability in excess of the Threshold Amount (whether individually or in the aggregate) or which could otherwise reasonably be expected to cause a Material Adverse Effect, in each case unless fully covered by insurance and having a deductible of no greater than $150,000; (c) the occurrence of any Casualty Event of Default (with a description to Oil and Gas Properties subject to any Mortgage or the commencement of any action being or proceeding for the taking of any Oil and Gas Properties subject to any Mortgage with a value exceeding the Threshold Amount under power of eminent domain or by condemnation, nationalization or similar proceeding; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers, any Subsidiary thereof, any Guarantor or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount; (e) promptly upon, and in any event no later than three days after (or such longer period as the Administrative Agent may agree in its sole discretion), the receipt thereof, or the acquisition of knowledge thereof, by any Credit Party, a copy of any form of request, claim, complaint, order, notice, summons or citation received from any Governmental Authority or any other Person, concerning (i) violations or alleged violations of Environmental Laws, which seek to impose liability therefore in excess of the Threshold Amount or which could otherwise reasonably be expected to cause a Material Adverse Effect, (ii) any action or omission on the part of any of the Credit Parties or any of their former Subsidiaries in connection with Hazardous Materials which could reasonably result in the imposition of liability in excess of the Threshold Amount or that could otherwise reasonably be expected to cause a Material Adverse Effect or requiring that action be taken to respond to or clean up a release of Hazardous Materials and such action or clean-up could reasonably be expected to cause a Material Adverse Effect, including without limitation any information request related to, or notice of, potential responsibility under CERCLA, or (iii) the filing of a Lien in connection with obligations arising under Environmental Laws upon, against or in connection with the Credit Parties, any of their respective Subsidiaries, or any of their respective former Subsidiaries, or any of their leased or owned Property, wherever located; (f) a copy of any notice, summons, citation, or proceeding received by any Credit Party or Subsidiary thereof seeking to modify in any material respect, revoke, or suspend any material contract, license, permit or agreement with any Governmental Authority; (g) 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; (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (i) if any Credit Party ceases to be a Qualified ECP Obligor. Each notice delivered under this Section shall be accompanied by a statement of an Authorized Officer of the 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); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) The Borrower willupon an Authorized Representative’s knowledge thereof, as soon as practicable the occurrence of any Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against a Loan Party or Subsidiary that (i) seeks damages in excess of the Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 40 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by a Loan Party or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any event Environmental Laws that could individually or in the aggregate exceed the Threshold Amount, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of the Threshold Amount; (c) (i) any Lien (other than Liens permitted by Section 6.02) and (ii) any claims made or asserted against any of the Collateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; (d) any loss, damage, or destruction to the Collateral in an amount in excess of the Threshold Amount, whether or not covered by insurance; (e) any and all default notices received under or with respect to any leased location (other than individual Restaurants) or public warehouse where material Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) if at the time thereof there if more than one Lender under this Agreement, the fact that a Loan Party or Subsidiary has entered into a Swap Agreement or an amendment to a Swap Agreement with a Lender or any Affiliate thereof, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent:Days); (ig) the occurrence of any Default ERISA Event that, alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Default the Borrower or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount; and (with h) any other development that results in, or could reasonably be expected to result in, a description Material Adverse Effect. Each notice delivered under this Section 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 being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish to the Borrower obtains Actual Knowledge Administrative Agent prompt written notice of the occurrence of any of the following, give written notice to following after any Responsible Officer of the Administrative AgentBorrower obtains knowledge thereof: (ia) the occurrence of any A Default or Event of Default Default, specifying the nature and extent thereof and the action (with a description of any action being taken or if any) which is proposed to be taken with respect thereto); (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted The filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of the foregoingBorrower that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iiic) The occurrence of an ERISA Event that, alone or together with any material citationother ERISA Events that have occurred, summonswould reasonably be expected to result in a liability to BCF Holdings, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower any of its Subsidiaries or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings their respective ERISA Affiliates in the ordinary course excess of business before any applicable regulatory authority) $25,000,000 or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (ivd) copies of all reports on Form 8-K Any development that the Borrower or any results in a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (ve) the occurrence Any change in any Loan Party’s chief executive officer or chief financial officer; (f) Any material change in any Loan Party’s financial reporting practices; (g) Any strikes, lockouts or slowdowns against any Loan Party which would reasonably be expected to result in a Material Adverse Effect; (h) The filing of a Change any Lien for unpaid Taxes against any Loan Party in Controlexcess of $5,000,000; (i) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and (vij) Any casualty or other insured damage to any portion of the Term Priority Collateral in excess of $5,000,000, or the commencement of any action or proceeding for the taking of any interest in a portion of the Term Priority Collateral in excess of $5,000,000 or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default Default; (with b) the written assertion of which a description Responsible Officer of the Borrower has knowledge by the holder of any Indebtedness of any Credit Party in excess of $25,000,000 principal amount then outstanding that any event of default exists with respect thereto or that any Credit Party is not in compliance therewith; (c) receipt of any written notice of which a Responsible Officer of the Borrower has knowledge of any governmental investigation or any litigation commenced or threatened against any Credit Party that (i) seeks damages which could reasonably be expected to exceed $25,000,000; (ii) seeks injunctive relief that, if granted, could reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, which assertion could reasonably be expected to result in damages, costs or liabilities of any Credit Party or Subsidiary in excess of $25,000,000; (iv) alleges criminal misconduct by any Credit Party or Subsidiary that, if resulting in a conviction, could reasonably be expected to have a Material Adverse Effect; (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, which resolution or remedy asserts or could reasonably be expected to result in damages, costs or liabilities of any Credit Party or Subsidiary in excess of $25,000,000; or (vi) involves any product recall to the extent such product recall could reasonably be expected to have a Material Adverse Effect; (d) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $25,000,000; (e) any loss, damage, or destruction to the Collateral in the amount of $25,000,000 or more, whether or not covered by insurance; (f) after any Responsible Officer of the Borrower becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the Borrower or any of its Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 10.02 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 being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after Representative will furnish to the Borrower obtains Actual Knowledge of any Administrative Agent for delivery to each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description or, to the knowledge of any action being taken or proposed to be taken with respect thereto)Borrower, any Default; (iib) any written notice to the Borrower indicating that filing or commencement of, or any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminateddevelopment in, revoked or suspended, or any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to the knowledge of any Borrower, affecting any Borrower or any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would their Subsidiaries which could reasonably be expected to result in a Material Adverse Effect; (iiic) to the knowledge of any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought againstBorrower, the occurrence of any event or any other development by which any Borrower or any of its Subsidiariestheir Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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, in each case that wouldwhich, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies promptly and in any event within 15 days after (i) any Borrower, any of all reports on Form 8-K that the Borrower their Subsidiaries or any Material Subsidiary files ERISA Affiliate knows or has a reasonable basis to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrowers describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the Securities PBGC or the IRS pertaining to such ERISA Event and Exchange Commission any notices received by such Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any national securities exchange;other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by any Borrower, any of their Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of any Borrower, any of their Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrowers; and (ve) the occurrence of a Change in Control; and (vi) details any event of each change default, or, to the Senior Debt Rating.knowledge of any Borrower, any default that is not cured within any applicable grace period, or the receipt by any Borrower or any of their Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrowers or any of their Subsidiaries. The Borrowers will furnish to the Administrative Agent for delivery to each Lender the following:

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting the Borrower or any of the foregoingNationwide Core Entities that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the assertion of a claim of any material citation, summons, subpoena, order, notice, claim or proceeding brought byEnvironmental Liability by any Person against, or brought against, with respect to any activities of the Borrower or any Nationwide Core Entity, and any alleged violation of its Subsidiariesor non-compliance by or on behalf of the Borrower or any Nationwide Core Entity with any Environmental Laws or any permits, with respect to (A) any proceeding before any Governmental Authority (licenses or authorizations, other than proceedings in the ordinary course any claim of business before any applicable regulatory authority) Environmental Liability or alleged violation that, if adversely determined, would not (B) any real property under any Environmental Law, in each case that would, either individually or in the aggregate, reasonably be expected to result in ) have a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (vd) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Nationwide Core Entities in an aggregate amount exceeding $1,000,000; (e) the occurrence of any Event of Loss aggregating $5,000,000 or more; (f) the purchase or Disposition of any Healthcare Properties aggregating $10,000,000 or more, together with (i) a Change description of such transaction(s) in Controlreasonable detail and (ii) if requested by the Administrative Agent, copies of all materials presented to the Borrower’s board of directors in connection with the approval of such transaction(s); and (vig) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will furnish to the Administrative Agent, which shall furnish to each Issuing Bank and each Lender, promptly upon any Financial Officer of the Borrower becoming aware, written notice of the following: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of a Financial Officer or another executive officer of the foregoingBorrower or any Subsidiary, affecting the Borrower or any Subsidiary, 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 other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of this Agreement or any other Loan Document; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower ERISA Event or any of its Subsidiaries, with respect fact or circumstance that gives rise to (A) the Borrower’s reasonable expectation that any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental LawERISA Event will occur that, in each case either case, alone or together with any other ERISA Events that would, individually have occurred or in the aggregate, are reasonably be expected to result in a Material Adverse Effectliability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (ivd) copies of all reports on Form 8-K promptly after the date that the Borrower or any Material Subsidiary files (i) commences or terminates negotiations with any collective bargaining agent for the Securities and Exchange Commission purpose of materially changing any collective bargaining agreement, (ii) reaches an agreement with any collective bargaining agent prior to ratification for the purpose of materially changing any collective bargaining agreement, (iii) ratifies any agreement reached with a collective bargaining agent for the purpose of materially changing any collective bargaining agreement or any national securities exchange; (viv) becomes subject to a “cooling off period” under the occurrence auspices of the National Mediation Board, the commencement or termination of such negotiations or the receipt of such agreement or notice of a Change in Control“cooling off period” (including a copy of such agreement or notice), as applicable; and (vie) any other development (including notice of any Environmental Liability) that has resulted, or would reasonably be expected to result, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower Borrowers will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will cause each other Loan Party to furnish to the Administrative Agent, the Issuing Banks, the Acceptance Lenders, the Collateral Agent, and each Lender prompt written (except as provided in clause (e) below) notice of the following: (ia) the occurrence of any Default or Event of Default Default, specifying the nature and extent thereof and the action (with a description of any action being taken or if any) which is proposed to be taken with respect thereto); (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting any Loan Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event or Termination Event that, summonsalone or together with any other ERISA Events or Termination Events, subpoenaas applicable, orderthat have occurred, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies of all reports on Form 8-K any other development that the Borrower results in, or any could reasonably be expected to result in, a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (ve) telephonic notice of any change of the chief executive officer or chief financial officer of the Lead Borrower; (f) any pending or threatened (in writing) strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (g) the occurrence filing of a Change any Lien for unpaid taxes in Controlexcess of $5,000,000 against any Loan Party; (h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding; (i) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and (vij) any material adverse change in the business, operations, or financial affairs of the Loan Parties taken as a whole. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of each change the event or development requiring such notice and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. Parent will furnish to the Administrative Agent prompt (a) The Borrower will, as soon as practicable and in any event within five event, no later than three (53) Business Days after the Borrower obtains Actual Knowledge of any a Responsible Officer becomes aware thereof) written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that filing or commencement of, or any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminatedadverse development in, revoked or suspended, or any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to the knowledge of Parent, affecting Parent or any of the foregoingits Subsidiaries which, in each case other than any rate proceedingcase, fuel adjustment clause auditif adversely determined and such adverse determination is reasonably likely to occur, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, the Borrower any other development by which Parent or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, or (iii) receives written notice of any claim against it with respect to any Environmental Liability, in each case that wouldwhich, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies promptly and in any event within 15 days after (i) Parent, any of all reports on Form 8-K that the Borrower its Subsidiaries or any Material Subsidiary files ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of Parent describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the Securities PBGC or the IRS pertaining to such ERISA Event and Exchange Commission any notices received by Parent, such Subsidiary or such ERISA Affiliate from the PBGC or any national securities exchangeother governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Parent, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Parent, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of Parent; (ve) the occurrence of any default or event of default, or the receipt by Parent or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of Parent or any of its Subsidiaries; (f) any material amendment or modification to (i) any Material Agreement (together with a Change copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in Controlthe aggregate, could reasonably be expected to result in a reduction in revenue or Consolidated EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year or (ii) any Music Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue or Consolidated EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; and (vig) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice or other document delivered under clauses (a) through (g) of this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of each the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto. Parent will promptly furnish to the Administrative Agent notice of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the Senior Debt Ratinglist of beneficial owners identified in part (c) or (d) of such certification. Parent will furnish to the Administrative Agent promptly and in any event at least 30 days prior thereto (or such shorter period as may be agreed to by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after Upon the Borrower obtains Actual Knowledge becoming aware of any of the following, give written notice the Borrower will furnish to the Administrative AgentAgent and each Lender prompt written notice of the following: (ia) the occurrence of any Default or (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 (with a description of any action being taken or proposed to be taken with respect theretohereunder); (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting the Borrower or any of the foregoingits Affiliates that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiii) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000, (ii) the existence of material Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) and (iii) the existence of material aggregate potential withdrawal liability under Section 4201 of ERISA, if the Borrower, all of its Subsidiaries and all of their respective ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (iv) copies . Each notice delivered under this Section shall be accompanied by a statement of all reports on Form 8-K that a Financial Officer or other executive officer of the Borrower or any Material Subsidiary files with setting forth the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower willwill furnish to the Agent and each Lender, as soon as practicable and in any event within five (5) Business Days promptly after the Borrower obtains Actual Knowledge of any knowledge thereof, written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) other than the Bankruptcy Cases, the filing or Event commencement of, or the threat in writing of, any action, suit, investigation, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting any Debtor, 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, could reasonably be expected to result in liability in excess of Default $1,000,000 (with a description not subject to the automatic stay in the Bankruptcy Cases); (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Debtors in an aggregate amount exceeding $1,000,000; (d) at least two (2) Business Days prior to filing (or such shorter period as the Agent may agree), the Borrower shall use commercially reasonable efforts to provide the Agent copies of all pleadings and motions (other than “first day” motions and proposed orders, but including the Approved Plan of Reorganization and any disclosure statement related thereto) to be filed by or on behalf of the Borrower or any of the other Loan Parties with the Bankruptcy Court in the Bankruptcy Cases, or to be distributed by or on behalf of the Borrower or any of the other Loan Parties to any official committee appointed in the Bankruptcy Cases, which such pleadings shall include the Agent as a notice party; (e) on a timely basis as specified in any DIP Order, all notices required to be given to all parties specified in such DIP Order, in the manner specified therefor therein; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after Upon the Borrower obtains Actual Knowledge of any or the Company obtaining knowledge thereof, the Borrower and the Company will furnish to the Administrative Agent and each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting the Borrower, the Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $30,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (iv) copies . Each notice delivered under this Section shall be accompanied by a statement of all reports on Form 8-K that a Financial Officer or other executive officer of the Borrower or the Company setting forth the details of the event or development requiring such notice and any Material Subsidiary files action taken or proposed to be taken with the Securities and Exchange Commission or any national securities exchange; respect thereto. Each Loan Party hereby acknowledges that (va) the occurrence of a Change in Control; and (vi) details of each change Administrative Agent may, but shall not be obligated to, make available to the Senior Debt RatingLenders and the Issuing Bank materials and/or information provided by or on behalf of such Loan Party hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Loan Parties or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Loan Parties or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Notices of Material Events. Furnish the following to the Administrative Agent in writing: (a) The Borrower willpromptly after any Responsible Officer of Parent, as soon as practicable and in any event within five (5) Business Days after Holdings or the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence has actual knowledge of any Default or Event of Default has occurred, notice of such Default or Event of Default; (with a description b) as soon as any Responsible Officer of Parent, Holdings or the Borrower has actual knowledge of the occurrence thereof, prompt notice of all legal or arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and of any material development in respect of such legal or other proceedings, against Parent or any of its Subsidiaries that, could reasonably be expected to be adversely determined, and if so determined, could reasonably be expected to result in aggregate liabilities or damages in excess of $50,000,000 over available insurance or indemnification by creditworthy third parties that have not denied such insurance or indemnification; (c) (i) as soon as possible after any Responsible Officer of Parent, Holdings or the Borrower has actual knowledge that any ERISA Event has occurred or exists, notice of the occurrence of such ERISA Event (and as soon as practicable thereafter, a copy of any report or notice required to be filed with or given to the PBGC by Parent, Holdings or an ERISA Affiliate with respect to such ERISA Event), if such ERISA Event could reasonably be expected to result in aggregate liabilities in excess of $50,000,000 and (ii) if requested by the Administrative Agent, promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that Parent, Holdings or any ERISA Affiliate has requested with respect to any Multiemployer Plan; provided, that if Parent, Holdings or any of the ERISA Affiliates have not requested such documents or notices from the administer or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, Parent, Holdings and/or the ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and Parent shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof and further provided that the rights granted to the Administrative Agent in this Section 8.2(c)(ii) shall be exercised not more than once during a 12-month period; (d) reasonably promptly after a Responsible Officer of Parent, Holdings or the Borrower has actual knowledge of the assertion thereof, notice of any Environmental Claim by any Person against, or with respect to the activities of, Parent or any of its Subsidiaries and notice of any alleged violation of, or non-compliance with, any Environmental Laws or any Environmental Permits other than any Environmental Claim or alleged violation or non-compliance that, could reasonably be expected to be adversely determine and if so determined could not (either individually or in the aggregate) reasonably be expected to result in a Material Adverse Effect (after giving effect to available insurance or indemnification by creditworthy third parties); and (e) prompt notice after a Responsible Officer of Parent, Holdings or the Borrower has actual knowledge of any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.2 shall be accompanied by a statement of a Responsible Officer of Parent or the Borrower setting forth in reasonable detail the facts and circumstances of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent (afor delivery to each Lender) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description which notice shall be delivered no later than five Business Days after any Borrower has any knowledge thereof); (b) receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened against any Borrower that (i) could reasonably be expected to have a Material Adverse Effect, (ii) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000, or (iii) involves any product recall; (c) any Lien (other than Permitted Liens) or claim made or asserted against Collateral having a value in excess of $5,000,000; (d) any loss, damage, or destruction to the Collateral having a book value of $5,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers in an aggregate amount exceeding $5,000,000; (g) receipt of any notice by a holder of any Equity Interests of any Borrower or holder of any Material Indebtedness that any default exists with respect thereto or that any Borrower is not in compliance with the terms thereof; and (h) any other development, including as a result of any work stoppage, strike or other labor dispute, that results in, or could reasonably be expected to result in, a Material Adverse Effect. The Administrative Agent shall deliver to the Lenders all documents that are received by it pursuant to this Section as provided in Section 9.01(b) or by posting such documents to Intralinks or an equivalent means of electronic delivery to which the Lenders have access. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable detail the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following: (a) The Borrower will, as soon as practicable and in prompt notice after any event within five (5) Business Days after Financial Officer of the Borrower obtains Actual Knowledge actual knowledge of the filing or commencement of any material action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of the following, give written notice to the Administrative Agent:its Subsidiaries; (ib) prompt notice of the occurrence of any Default or Event of Default Default; (with a description c) promptly upon the occurrence of any event or circumstance that has or could reasonably be expected to have a material adverse effect on the value of the Collateral; (d) prompt notice of the occurrence of any “default,” “event of default,” “termination event,” “cancellation,” “revocation,” “failure to renew,” “suspension,” “withdrawal,” “modification” or similar event under any Export Contract; (e) prompt notice of the occurrence of any “default,” “event of default,” “termination event,” “cancellation,” “revocation,” “failure to renew,” “suspension,” “withdrawal,” “modification” or similar event under any Molca-Molino Americano Agreement; (f) prompt notice of any other notices given to or received by the Borrower pursuant to the Financing Documents, the Export Contracts, the Molca-Molino Americano Agreements or under any Permit, including notice of any breach or violation of any provision thereof by any party thereto that is material to the operations of the Borrower and/or Molino Americano; and (g) promptly upon the occurrence of any event or circumstance that, after due inquiry, has or could reasonably be expected to have a Material Adverse Effect. Each notice delivered pursuant to this Section 5.2 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 being taken or proposed to be taken by the Borrower with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. GEO will furnish to the Administrative Agent (for further distribution to the Lenders) prompt written notice of the following: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default Default, or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto); (ii) any written event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which GEO or any of its Subsidiaries is a party or by which GEO or any Subsidiary thereof or any of their respective properties may be bound; (b) the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting GEO or any of the foregoingits Affiliates that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the could reasonably be expected to result in liability of a Borrower or any of its Subsidiaries, Subsidiaries in an aggregate amount exceeding $5,000,000; (d) any notice of any material violation of Environmental Law or any claim with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental LawLiability received by GEO or any Subsidiary thereof, including, without limitation, the assertion of any environmental matters by any Person against, or with respect to the activities of, GEO or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than, in each case that wouldcase, any violation or claim that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (e) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against GEO or any of its Subsidiaries thereof which could reasonably be expected to result in a Material Adverse Effect; (ivf) copies contemporaneously with the delivery of the quarterly reports required herein, (and, upon the occurrence and during the continuation of an Event of Default, on a more frequent basis if requested by the Administrative Agent), a list of all reports on Form 8-K that Material Government Contracts which have (i) been completed or have lapsed or terminated and not renewed or (ii) been entered into (or which have become Material Government Contracts) in each case, since the Borrower most recent list provided by GEO and signed by a Financial Officer or other executive officer of GEO as of the last Business Day of such fiscal quarter, unless in any Material Subsidiary files with such case such information has been filed, and notice thereof furnished to the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change Administrative Agent, as described in ControlSection 5.01(e); and (vig) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of GEO setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Parent or the Borrower, as applicable, will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) The the occurrence of any Default; (b) the commencement of any legal or arbitral proceedings, and of all proceedings before any Governmental Authority filed against the Parent, the Borrower willor any Restricted Subsidiary, as soon as practicable except proceedings that, if adversely determined, could not reasonably be expected to result in liability not fully covered by insurance, subject to normal deductibles, in excess of $10,000,000 (whether individually or in the aggregate); (c) in the event the amount of contested taxes or claims not previously disclosed in the financial statements delivered under Section 5.01(a) and Section 5.01(b) above exceeds $10,000,000 in the aggregate at any one time, prompt written notice from an Authorized Officer describing such circumstances, in detail satisfactory to the Administrative Agent; (d) prompt written notice, and in any event within five (5) three Business Days after Days, of the Borrower obtains Actual Knowledge occurrence of any Casualty Event to Oil and Gas Properties subject to any Mortgage or the commencement of any action or proceeding for the followingtaking of any Oil and Gas Properties subject to any Mortgage with a value exceeding $10,000,000 under power of eminent domain or by condemnation, give written notice to the Administrative Agent:nationalization or similar proceeding; (ie) the occurrence of any Default ERISA Event that, alone or Event together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Default the Parent, the Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $10,000,000; and (with f) any other development that results in, or could reasonably be expected to result in, a description Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an Authorized Officer of the Parent (or the Borrower, if applicable) setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent and each Lender prompt (a) The Borrower will, as soon as practicable and in any event within five two (52) Business Days after the Borrower obtains Actual Knowledge of any Days) written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting any Loan Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) any material citation, summons, subpoena, order, notice, claim change in accounting or proceeding brought by, or brought against, the financial reporting practices by any Borrower or any Subsidiary, including without limitation the manner in which equipment is depreciated; (d) the occurrence of its Subsidiariesany ERISA Event that, alone or together with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental LawERISA Events that have occurred, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Loan Parties in an aggregate amount exceeding $2,500,000; (e) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (f) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (g) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral having an aggregate value in excess of $2,500,000 is located; (h) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (i) any amendment, supplement or other modification of any Second Lien Documents, any ABL Loan Documents or any floor plan financing, together with a fully executed copy of such amendment, supplement or modification; (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vik) details of each any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the Senior Debt Ratinglist of beneficial owners identified in such certification. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Sixth Amended and Restated Floor Plan First Lien Credit Agreement dated April 1, 2021” and (iii) 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. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will furnish to the Administrative AgentAgent and each Lender prompt written notice of the following after a Responsible Officer of the Borrower has knowledge: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, any other development by which the Borrower or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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 case that wouldof the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) copies the occurrence of all reports on Form 8-K any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeits Subsidiaries in an aggregate amount exceeding $2,500,000; (v) the occurrence of any material default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; (vi) promptly after any Loan Party’s receipt thereof, notice of any final decision of a Change in Controlcontracting officer disallowing costs aggregating more than $1,000,000, which disallowed costs arise out of any audit of Government Contracts of any Loan Party; and (vivii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and will furnish to the Lender prompt (but in any event within five (5any time period that may be specified below) Business Days after the Borrower obtains Actual Knowledge of any written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default Default; (b) receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $100,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $100,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $100,000; (d) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendment (with a description counterparty other than the Lender or a Lender Affiliate); and (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. Borrower will furnish the following to Lender in writing: (a) The promptly after Borrower willknows or has reason to believe that any Default has occurred, notice of such Default; (b) prompt notice of all legal or arbitral proceedings, and of all proceedings by or before any Governmental Authority or regulatory authority or agency, and of any material development in respect of such legal or other proceedings, affecting Borrower, any of its Subsidiaries or the Individual Properties, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) as soon as practicable possible, and in any event within five (5) Business Days ten days after Borrower knows or has reason to believe that any ERISA Event has occurred or exists with respect to any Plan of Borrower, notice of the Borrower obtains Actual Knowledge occurrence of such ERISA Event and a copy of any of the following, give written report or notice required to be filed with or given to the Administrative Agent:PBGC by Borrower or an ERISA Affiliate with respect to such ERISA Event; (d) prompt notice of (i) any Environmental Defect with respect to an Individual Property, (ii) the occurrence assertion of any Default Environmental Claim by any Person against, or Event with respect to the activities of, Borrower, any of Default its Subsidiaries or any Individual Property and (iii) any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than, in the case of clause (ii) or (iii), any Environmental Claim or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a description Material Adverse Effect, including copies of any related Environmental Report; (e) prompt notice of any default under any Qualified Lease or Qualified Ground Lease; (f) prompt notice of any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (g) notice of any acquisition of a Real Estate Property by Borrower or any of its Subsidiaries within 15 days after such acquisition; and, at Lender's request, Borrower shall deliver to Lender, with respect to such Real Estate Property, a brief description and recent photograph, a rent roll summary, a pro forma and historic (if available) income statement and a summary of the key business terms of such acquisition. Each notice delivered under this Section 9.03 shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrower will furnish the following to the Administrative Agent and each Lender: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give Prompt written notice to the Administrative Agent: (i) of the occurrence of any Default or Event of Default (with a description of Default, specifying the nature thereof and any action being taken or proposed to be taken with respect thereto); (iib) any written notice to Promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the Borrower indicating that or any material Governmental Approval will not of its Subsidiaries may be granted required to file with or renewed deliver to any securities exchange or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedthe SEC, or any actionother Governmental Authority succeeding to the functions thereof, suit and (ii) upon the written request of the Administrative Agent, reports that the Borrower or other proceeding has been filed or commenced related to any of its Subsidiaries sends to or files with the foregoingFederal Energy Regulatory Commission, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review the LPSC or market power filing before any Governmental Authority unless and until such succeeding to the functions thereof, or any similar state or local Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse EffectAuthority; (iiic) Prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding brought received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (Ax) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) the LPSC), or (By) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in each case the ordinary course of business), provided that any of the foregoing set forth in this subsection would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vid) details Prompt written notice of each any change to by either Relevant Rating Agency in the Senior Debt Rating. Each notice delivered under Section 6.2(a) or (c) 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. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (x) if the Administrative Agent or any Lender requests paper copies of such documents, the Borrower shall deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, as applicable, and (y) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after Representative will furnish to the Borrower obtains Actual Knowledge of any Administrative Agent prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default Default; (b) receipt of any notice of any governmental investigation or any litigation commenced or threatened against any Loan Party or Subsidiary that (i) seeks damages in excess of $2,000,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000.00, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000.00 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two (2) Business Days after receipt thereof); (f) all material amendments to any Material Agreement together with a description copy of each such amendment; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000.00; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable Borrowers will furnish or caused to be furnished to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default, specifying the nature and extent thereof; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement against a Borrower, or any actionSubsidiary of a Borrower, suit of any litigation claiming from a Borrower or any Subsidiary of a Borrower more than $200,000.00 in excess of any available insurance coverage such Person may have for such claim; (c) any other proceeding has been filed claims made against a Borrower, or commenced related to any Subsidiary of the foregoinga Borrower, or investigations or proceedings, whether at law or in each case other than any rate proceeding, fuel adjustment clause audit, earnings review equity or market power filing by or before any Governmental Authority unless and until such Governmental Authority has made Authority, commenced against, or affecting, a final determination thereunder that would Borrower, or any Subsidiary of a Borrower, the existence of which or adverse disposition of which could reasonably be expected to result in a Material Adverse Effect; (iiid) promptly upon receipt thereof by a Borrower or any material citationSubsidiary of a Borrower, summonsa copy of any notice of default, subpoenaoral or written, ordergiven to such Person by any creditor for borrowed money in excess of $250,000.00; (e) if requested by Administrative Agent from time to time, noticecopies of any annual report required to be filed in connection with each Pension Plan or Foreign Plan, claim and as soon as possible after, and in any event within ten days after any Borrower or proceeding brought byany ERISA Affiliate knows or has reason to know that, any ERISA Event (or brought againstany similar event with respect to a Foreign Plan) has occurred that, alone or together with any other ERISA Event (or any similar event with respect to a Foreign Plan) could reasonably be expected to result in liability of any Borrower or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount; (f) as soon as possible and in no event later than five (5) Business Days after the receipt by any Borrower or any of its Subsidiaries, with respect to (A) of a copy of any proceeding before notice, summons, citation or other written communication concerning any Governmental Authority (other than proceedings in the ordinary course actual, alleged, suspected or threatened violation of business before any applicable regulatory authority) or (B) any real property under any Environmental LawLaw by, Environmental Claim against or Environmental Liability of, any Borrower or any of its Subsidiaries, in each case that wouldcase, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect; (ivg) promptly after the same become publicly available, copies of all reports on Form 8-K that the periodic and other reports, proxy statements and other materials filed by any Borrower or any Material Subsidiary files of its Subsidiaries with the Securities and Exchange Commission Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be; (vh) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Borrower or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2; (i) promptly after any Borrower or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934; (j) in the event that any Person shall become, or cease to be, a Subsidiary, the Borrower shall promptly furnish to the Administrative Agent an updated list of Subsidiaries; (k) the occurrence of any other development that has resulted in, or could reasonably be expected to result in, a Change in ControlMaterial Adverse Effect; and (vil) details of each any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the Senior Debt Ratinglist of beneficial owners identified therein. Each notice delivered under this Section 6.2 shall be accompanied by a statement of a Financial Officer of the Borrowers or other executive officer of 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. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement of, or the threat in writing of, any action, suit suit, proceeding, investigation or other proceeding has been filed arbitration by or commenced related before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any of material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the foregoingLenders) that, in each case other than any rate proceedingeither case, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, is reasonably expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; and (d) any material citation, summons, subpoena, order, notice, claim or proceeding brought byother development that results in, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in in, a Material Adverse Effect; . Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Borrower hereby acknowledges that (iva) copies the Administrative Agent and/or the Arrangers may, at their option, make available to the Lenders and the Issuing Bank the Communications by posting the Communications on the Platform and (b) certain of all reports on Form 8the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-K that public information with respect to the Borrower or any Material Subsidiary files with the Securities and Exchange Commission its Affiliates, or any national of the other Loan Parties, or the respective securities exchangeof any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Communications that are to be made available to Public Lenders that Borrower determines is not material non-public information shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Communications “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the other Agents, the Arrangers, the Issuing Bank and the Lenders to treat such Communications as not containing any material non-public information with respect to the Borrower, any of the Loan Parties, or any of their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall be treated as set forth in Section 12.11); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information; ” and (vz) the occurrence Administrative Agent, the other Agents and each of the Arrangers shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a Change in Control; and (vi) details portion of each change to the Senior Debt RatingPlatform not designated “Public Side Information.”

Notices of Material Events. Furnish to the Administrative Agent (aand the Administrative Agent shall make available to each Lender) The Borrower will, as soon as practicable and promptly after any a Responsible Officer obtains knowledge (but in any event within five (5any time period that may be specified below) Business Days after the Borrower obtains Actual Knowledge of any written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Default, Event of Default Default, or any “Default” or “Event of Default” as defined in the Pre-Petition Credit Agreement; (b) any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of their Subsidiaries would reasonably be expected to have a Material Adverse Effect; (c) the occurrence of any ERISA Event or Foreign Plan Event that, individually or together with all other ERISA Events or Foreign Plan Events that have occurred, would reasonably be expected to have a description Material Adverse Effect; (d) the filing of any Lien for unpaid taxes in excess of $1,000,000; (e) any change in the Borrower’s chief executive officer or chief financial officer; (f) any discharge, resignation or withdrawal of the registered public accounting firm (provided that filing an applicable 8-K with the SEC shall satisfy any notice requirements under clause (e) above or this clause (f)); (g) any Casualty Event or the commencement of any action being or proceeding that could reasonably be expected to result in a Casualty Event, (h) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; (i) (i) as soon as practicable in advance of filing with the Court or delivering to the Committee appointed in a Chapter 11 Case, if any, or to the U.S. Trustee, as the case may be, the Final Order, all other material proposed orders and pleadings related to (x) the Chapter 11 Cases (all of which must be in form and substance satisfactory to the Administrative Agent) and (y) the Pre-Petition Credit Agreement, this Agreement and the credit facilities contemplated thereby, and/or any sale contemplated in accordance with the Case Milestones and any Plan of Reorganization and/or any disclosure statement related thereto (all of which must be in form and substance reasonably satisfactory to the Administrative Agent), (ii) substantially simultaneously with the filing with the Court or delivering to the Committee appointed in any Chapter 11 Case, if any, or to the U.S. Trustee, as the case may be, monthly operating reports and all other notices, filings, motions, pleadings or other information concerning the financial condition of the Loan Parties or their Subsidiaries or the Chapter 11 Cases that may be filed with the Court or delivered to the Committee appointed in any Chapter 11 Case, if any, or to the U.S. Trustee, and (iii) promptly upon its receipt thereof, each Weekly Statement (as defined in the Order) and Final Statement (as defined in the Order); and (j) any other development specific to Holdings, the Borrower or any of their Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the material details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event each Lender written notice of the following within five (5) Business Days after the Borrower any Responsible Officer obtains Actual Knowledge of any of the following, give written notice to the Administrative Agentactual knowledge thereof: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder against or affecting any Loan Party that would reasonably be expected to result in a Material Adverse Effect; (iiic) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority Lien (other than proceedings in the ordinary course of business before any applicable regulatory authorityPermitted Encumbrances) or claim made or asserted against any of the Collateral; (Bd) (i) the occurrence of any real property under ERISA Event that, alone or together with any Environmental Lawother ERISA Events that have occurred, could reasonably be expected to result in each case that would, individually a Material Adverse Effect or in (ii) the aggregate, occurrence of any of the following to the extent the same could reasonably be expected to result in a Material Adverse Effect: (A) issuance by the Pensions Regulator of a Financial Support Direction or a Contribution Notice in relation to any Non-U.S. Pension Plan or a warning notice in respect thereof, (B) any amount is due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995 and/or (C) an amount becomes payable under Section 75 or 75A of the United Kingdom Pensions ▇▇▇ ▇▇▇▇; (ive) copies all amendments to the ABL Credit Agreement, together with a copy of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Controleach such amendment; and (vif) any other event or occurrence that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The REIT Guarantor and the Borrower willwill furnish to the Administrative Agent (for distribution to each Lender) prompt (and, as soon as practicable and in any event within five (5) event, not later than three Business Days after a Responsible Officer of the REIT Guarantor or the Borrower obtains Actual Knowledge of any becomes aware thereof) written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or other proceeding has been filed dispute with, by or commenced related before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of any Loan Party, affecting the REIT Guarantor, the Borrower or any of the foregoingtheir respective Subsidiaries which, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought againstany other development by which the REIT Guarantor, the Borrower or any of its Subsidiaries, with respect to their respective Subsidiaries (A) fails to comply with any proceeding before Environmental Law or to obtain, maintain or comply with any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case that wouldwhich, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) copies promptly and in any event within 15 days after (A) any Responsible Officer of all reports on Form 8-K that the Borrower REIT Guarantor, the Borrower, any of their respective Subsidiaries or any Material Subsidiary files ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the REIT Guarantor describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the Securities PBGC or the IRS pertaining to such ERISA Event and Exchange Commission any notices received by the REIT Guarantor, the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any national securities exchangeother governmental agency with respect thereto, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the REIT Guarantor, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the REIT Guarantor, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the REIT Guarantor; (v) the occurrence of any default or event of default, or the receipt by the REIT Guarantor, the Borrower, or any of their respective Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the REIT Guarantor, the Borrower or any of their respective Subsidiaries; (vi) any material amendment or modification to any Material Agreement (together with a Change copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in Controlthe aggregate, could reasonably be expected to result in a reduction in revenue or Adjusted EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; and (vii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following: (i) promptly and in any event at least 30 days prior thereto, notice of any change (A) in any Loan Party’s legal name, (B) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the REIT Guarantor, the Borrower or any of their respective Subsidiaries after the Closing Date on any Property. (c) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of: (i) any Loan Party or a Tenant with respect to an Unencumbered Pool Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to an Unencumbered Pool Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) any claim to recover any alleged overpayments (other than any such claim made against the REIT Guarantor, the Borrower or any of their respective Subsidiaries that relates to a period during which the REIT Guarantor, the Borrower or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000; (iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the REIT Guarantor, the Borrower or any of their respective Subsidiaries; (iv) any allegations of licensure violations or fraudulent acts or omissions involving the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect; (v) the pending or threatened imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property, that could reasonably be expected to have a Material Adverse Effect; (vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Unencumbered Pool Property that could reasonably be expected to have a Material Adverse Effect; (vii) any non-routine and material inspection of any facility of the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property by any Governmental Authority; and (viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to an Unencumbered Pool Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of each change the event or development requiring such notice or other document and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent for distribution to each Lender prompt (but in no event later than ten (10) days after an officer of a Credit Party obtains knowledge thereof) written notice of the following: (a) The Borrower will, as soon as practicable the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any event within five court or before any arbitrator against or involving any Credit Party or any of their respective properties, assets or businesses, which could reasonably be expected to have a Material Adverse Effect; (5b) Business Days after the Borrower obtains Actual Knowledge any notice of any violation received by any Credit Party from any Governmental Authority including, without limitation, any notice of the followingviolation of Environmental Laws or ERISA which, give written notice in any such case, could reasonably be expected to the Administrative Agent:have a Material Adverse Effect; (c) any labor controversy that has resulted in a strike or other work action against any Credit Party that could reasonably be expected to have a Material Adverse Effect; (d) any dispositions of any Collateral or other assets or property of any Credit Party (other than (i) dispositions in the occurrence ordinary course of its business, (ii) sales of assets between Credit Parties and (iii) sales or dispositions of obsolete or worn-out equipment) within ten (10) days of the disposition thereof; (e) any Default or Event of Default Default; (f) any event which makes any of the representations set forth in Article III inaccurate in any respect; (g) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (h) promptly upon receipt thereof, copies of all reports, if any, submitted to any Credit Party or its respective board of directors (or analogous governing body) by its respective independent public accountants in connection with their auditing function, including, without limitation, accountant letters, management reports and management responses thereto. Each notice delivered under this Section shall be accompanied by a description 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 being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrower shall furnish to the Administrative Agent written notice (prepared in reasonable detail) of the events described in this Section 8.02 within three (3) Business Days after a Responsible Officer first learns of the existence thereof or acquires knowledge with respect thereto. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or any event that the Borrower has determined, acting reasonably and in good faith, is likely to result in an Event of Default Default. (with a description b) [Reserved]. (c) Any written or filed Claim, action, suit, notice of violation, hearing, investigation or other proceedings pending, or to the Borrower’s knowledge, threatened against or affecting the Borrower or any action being taken of its Subsidiaries or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material ownership, use, maintenance and operation of their respective businesses, operations or properties (including in respect of environmental matters), whether made by a Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit Authority or other proceeding has been filed or commenced related to any of the foregoingPerson that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect;. (iiii) On or prior to the date of any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten (10) days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice in writing describing such waiver request in reasonable detail and including any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto. (e) [Reserved]. (f) [Reserved]. (g) No later than the date of delivery of any financial statements pursuant to Section 8.01 with respect to the first fiscal period to which such change is applicable, notice of any material citationchange in accounting policies or financial reporting practices by the Obligors; provided that disclosure in the notes to such financial statements, summonsif any, subpoenashall be deemed to satisfy the requirements of this Section 8.02(g). (h) [Reserved]. (i) [Reserved]. (j) Notice of the creation, orderdevelopment or other acquisition of any Intellectual Property by the Borrower or any Subsidiary after the Closing Date; provided that, noticewith respect to any such Intellectual Property created, claim developed or proceeding brought byacquired in any fiscal quarter, notice thereof pursuant to this Section 8.02(j) shall not be made later than the delivery of financial statements for such fiscal quarter required pursuant to Section 8.01(b). (k) Within seven (7) Business Days, any change to the Borrower’s or brought againstany of its Subsidiaries’ ownership of any Obligor Accounts, by delivering to the Administrative Agent a notice setting forth a complete and correct list of all such accounts as of the date of such change. (l) The acquisition by the Borrower or any of its Subsidiaries, with respect to (A) in a single or series or related transactions, of any proceeding before any Governmental Authority (other than proceedings fee interest in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Lawhaving a fair market value in excess of $1,500,000. (m) Any other development that has, in each case that would, individually or in the aggregate, could reasonably be expected to result in have, a Material Adverse Effect; . Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible 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. After the consummation of a Qualified IPO, without limiting the three (iv3) copies Business Day delivery requirement first set forth above in this Section 8.02, information required to be delivered pursuant to this Section 8.02 (to the extent such information is included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇). Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. After the consummation of all reports a Qualified IPO, notwithstanding the foregoing or any term or provision of any Loan Document to the contrary, neither the Borrower, nor any other Person acting on Form 8-K its behalf, shall provide the Administrative Agent or any Lender or their respective representatives and agents with any information that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change reasonably believes constitutes material non-public information, unless prior thereto such Person shall have confirmed to the Senior Debt RatingBorrower in writing that it consents to receive such information.

Notices of Material Events. (a) The Borrower willLoan Parties shall furnish to Administrative Agent or cause to be furnished to Administrative Agent, as soon promptly as reasonably practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the followingobtaining actual knowledge thereof, give written notice to the Administrative Agentof: (ia) the occurrence of (i) any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto); Default, (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted matter which has resulted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse EffectEffect or (iii) the receipt of any notice of any governmental investigation or any litigation commenced or threatened against any Loan Party, where such Loan Party is specifically named in such investigation or litigation; (b) any transaction or event, or a series of related transactions or events, that constitutes, or that, if consummated, would constitute, a Change of Control; (i) the imposition of, or any event or transaction that, if consummated, would result in the imposition of, any Transfer Restriction (other than Existing Transfer Restrictions) on the Collateral, (ii) any Facility Adjustment Event or any Potential Facility Adjustment Event or (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority Lien (other than proceedings in the ordinary course of business before any applicable regulatory authorityPermitted Liens) or “adverse claim” (Bwithin the meaning of Section 8502 of the UCC) made or asserted against any real property under any Environmental Law, in each case that would, individually or in of the aggregate, reasonably be expected to result in a Material Adverse Effect;Collateral; or (ivd) (i) the failure of the Loan Parties to maintain at least one Independent Director, or (ii) the removal of any such Independent Director without cause or without giving prior written notice to Administrative Agent; provided that, the Loan Parties shall furnish to Administrative Agent (i) at least five (5) Business Days’ prior written notice of any proposed change to such Loan Party’s Independent Director and (ii) as soon as reasonably practicable after receipt thereof, copies of all reports on Form 8-K that any notices received from any Loan Party’s Independent Director and/or the Borrower or any Material Subsidiary files with employer of such Independent Director. Each notice delivered under this Section 5.02 shall be accompanied by a statement of an Authorized Representative of the Securities and Exchange Commission or any national securities exchange; (v) applicable Loan Party setting forth the occurrence of a Change in Control; and (vi) details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish to the Borrower obtains Actual Knowledge Administrative Agent prompt written notice of the occurrence of any of the following, give written notice to the Administrative Agent: (ia) the occurrence of any A Default or Event of Default Default, specifying the nature and extent thereof and the action (with a description of any action being taken or if any) which is proposed to be taken with respect thereto); (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted The filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that against or affecting any Loan Party or any Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (iiic) An ERISA Event that, alone or together with any material citationother ERISA Events that have occurred, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (ivd) copies of all reports on Form 8-K Any development that the Borrower results in, or any would reasonably be expected to result in, a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (ve) Any change in any Loan Party’s chief executive officer or chief financial officer; (f) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; (g) Any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the occurrence application for the certification of a Change in Controlcollective bargaining agent; (h) The filing of any Lien for unpaid Taxes against any Loan Party known to any Loan Party; and (vii) Any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Each Borrower will, shall as soon promptly as practicable and (or, in any event the case of Section 5.02(e), within five three (53) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written as specified below) furnish to Administrative Agent or cause to be furnished to Administrative Agent notice to the Administrative Agentof: (ia) the occurrence of (i) any Default or Event of Default or the occurrence of, or any pending event or transaction that, if consummated, completed or effected, would constitute or result in a Potential Facility Adjustment Event, Mandatory Prepayment Event, Facility Adjustment Event or Material Adverse Effect or (ii) the receipt of any notice of material violation received by such Borrower or Guarantor from any Governmental Authority; (b) the commencement of any proceedings and investigations by or before any Governmental Authority and any actions and proceedings in any court or before any arbitrator against or involving (x) any of such Borrower’s Affiliates or any of its properties, assets or businesses that would reasonably be expected to have a Material Adverse Effect or (y) such Borrower or any of its properties, assets or businesses; (c) a request for release pursuant to Section 2.08; (d) any Lien (other than Permitted Liens) or claim made or asserted against any of the Collateral; (e) the fact that such Borrower or any Affiliate thereof has entered into a Permitted Transaction or a Prohibited Transaction or an amendment to a Permitted Transaction or a Prohibited Transaction, together with the material terms of such Permitted Transaction or Prohibited Transaction and, in the case of a Permitted Transaction, evidence satisfactory to Administrative Agent that such Permitted Transaction complies with the requirements of the Margin Loan Documentation (which shall be delivered within three (3) Business Days after such Permitted Transaction, Prohibited Transaction or amendment of a Permitted Transaction or Prohibited Transaction); (f) the imposition of any Transfer Restriction (other than Existing Transfer Restrictions) on any of the Collateral, or any transaction or event that, if consummated, effected or completed, would reasonably be expected to result in any such imposition; and (g) the failure of such Borrower to maintain at least one Independent Director or the removal of any Independent Director without cause (unless promptly replaced with a description different Independent Director) or without giving prior written notice to Administrative Agent; provided that such Borrower shall furnish to Administrative Agent (i) at least five (5) Business Days’ prior written notice of any proposed change to such ▇▇▇▇▇▇▇▇’s Independent Director and (ii) as soon as reasonably practicable after receipt thereof, copies of any notices received from any Independent Director and/or the employer of such Independent Director. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Responsible Officer of such Borrower setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower willIssuer will furnish to the Administrative Agent for delivery to each Noteholder prompt (and, as soon as practicable and in any event within five event, not later than three (53) Business Days (or, in the case of clause (vii)(B) of this Section 5.2(a), ten (10) Business Days) after the Borrower obtains Actual Knowledge of any a Responsible Officer becomes aware thereof) written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (ii) any written notice to the Borrower indicating that filing or commencement of, or any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminateddevelopment in, revoked or suspended, or any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to the knowledge of Holdings or the Issuer, affecting Holdings, the Issuer or any of the foregoingtheir respective Subsidiaries which, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, the Borrower any other development by which Holdings or any of its Subsidiaries, with respect to Subsidiaries (A) fails to comply with any proceeding before Environmental Law or to obtain, maintain or comply with any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case that wouldwhich, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) copies promptly and in any event within 15 days after (A) Holdings, any of all reports on Form 8-K that the Borrower its Subsidiaries or any Material Subsidiary files ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Responsible Officer of the Issuer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the Securities PBGC or the IRS pertaining to such ERISA Event and Exchange Commission any notices received by Holdings, such Subsidiary or such ERISA Affiliate from the PBGC or any national securities exchangeother governmental agency with respect thereto, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Holdings, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer of the Issuer; (v) the occurrence of any default or event of default, or the receipt by Holdings or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of Holdings or any of its Subsidiaries; (vi) any material amendment or modification to any Material Agreement (together with a Change copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in Controlthe aggregate, could reasonably be expected to result in a reduction in revenue of the Note Parties of 10% or more on a consolidated basis from the prior Fiscal Year; (vii) (A) any material amendment, waiver, supplement, or other modification of any Term Loan Document or ▇▇▇▇ ▇▇▇▇ Debt Document and (B) any other amendment, waiver, supplement, or other modification of any Term Loan Document or ▇▇▇▇ ▇▇▇▇ Debt Document; and (viviii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Issuer will furnish to the Administrative Agent and each Noteholder the following: (i) promptly and in any event at least 30 days prior thereto (or such later date as agreed by the Administrative Agent), notice of any change (i) in any Note Party’s legal name, (ii) in any Note Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Note Party’s identity or legal structure, (iv) in any Note Party’s federal taxpayer identification number or organizational number or (v) in any Note Party’s jurisdiction of organization; (ii) promptly and in any event within 30 days after receipt thereof: (x) each actuarial report for each Insurance Subsidiary; and (y) each audit of an Insurance Subsidiary from the applicable Insurance Regulatory Authorities; and (iii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for Holdings or any of its Subsidiaries after the Closing Date on any Real Estate. (c) The Issuer shall promptly (and in any event within seven days) notify the Administrative Agent of the formation or acquisition of any Insurance Subsidiary or Subsidiary of an Insurance Subsidiary or if any Subsidiary of the Issuer has applied for an Insurance License and will become an Insurance Subsidiary or Subsidiary of an Insurance Subsidiary upon the approval of such Insurance License. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Issuer setting forth the details of each change the event or development requiring such notice or other document and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent prompt written notice of the following: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default Default, or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto); (ii) any written event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower indicating that or any material Governmental Approval will not of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of their respective properties may be granted bound; (b) the filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting the Borrower or any of the foregoingits Affiliates that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; (d) any notice of any material citationviolation received by the Borrower or any Subsidiary thereof from any Governmental Authority including, summonswithout limitation, subpoena, order, notice, claim or proceeding brought bythe assertion of any environmental matters by any Person against, or brought againstwith respect to the activities of, the Borrower or any of its Subsidiaries, Subsidiaries and any alleged violation of or non-compliance with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental LawLaws or any permits, licenses or authorizations, other than, in each case that wouldcase, any violation, environmental matters or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (e) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower or any of its Subsidiaries thereof which could reasonably be expected to result in a Material Adverse Effect; (ivf) copies contemporaneously with the delivery of the quarterly reports required herein, (and, upon the occurrence and during the continuation of an Event of Default, on a more frequent basis if requested by the Administrative Agent), a list of all reports on Form 8-K that Material Government Contracts which have (i) been completed or have lapsed or terminated and not renewed or (ii) been entered into (or which have become Material Government Contracts) in each case, since the most recent list provided by the Borrower and signed by a Financial Officer or other executive officer of the Borrower as of the last Business Day of such fiscal quarter, unless in any Material Subsidiary files with such case such information has been filed, and notice thereof furnished to the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change Administrative Agent, as described in ControlSection 5.01(e); and (vig) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Lead Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will furnish or caused to be furnished to the Administrative AgentAgent written notice of the following promptly after any Responsible Officer of Lead Borrower obtains actual knowledge thereof: (ia) the occurrence of any Default Default, specifying the nature and extent thereof; (b) the filing or Event commencement of, or any written threat or notice of Default (with a description intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against any Loan Party or any of its Subsidiaries, in each case as could reasonably be expected to have a Material Adverse Effect; (c) the occurrence of any ERISA Event (or any similar event with respect to a Foreign Plan) that, together with all other ERISA Events (or other similar events with respect to Foreign Plans) that have occurred, could reasonably be expected to result in liability of any Loan Party in an aggregate amount exceeding the Threshold Amount; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party or any of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be; (e) the occurrence of any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (f) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein; (g) if, prior to the Permanent Borrowing Base Trigger, the Loan Parties’ combined liquidity (including unrestricted cash and Cash Equivalents and availability under the Revolving Facility) falls below $50,000,000 for two consecutive Business Days; and (h) promptly after the furnishing, receipt or execution thereof, copies of (i) any amendment, waiver, consent or other written modification of the R▇▇▇▇▇▇▇▇ Factoring Agreement and (ii) any notice of default or any notice related to the exercise of remedies under the R▇▇▇▇▇▇▇▇ Factoring Agreement. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of Lead Borrower or other executive officer of Lead Borrower setting forth the details of the event or development requiring such notice and, in the case of any such notice under clause (a), (b), (c), (e), (f) or (h)(ii), any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrower will furnish the following to the Administrative Agent and each Lender: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give prompt written notice to the Administrative Agent: (i) of the occurrence of any Default or Event of Default (with a description of Default, specifying the nature thereof and any action being taken or proposed to be taken with respect thereto); (iib) any written notice to promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the Borrower indicating that or any material Governmental Approval will not of its Subsidiaries may be granted required to file with or renewed deliver to any securities exchange or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedthe SEC, or any actionother Governmental Authority succeeding to the functions thereof, suit and (ii) upon the written request of the Administrative Agent, reports that the Borrower or other proceeding has been filed or commenced related to any of its Subsidiaries sends to or files with the foregoingFederal Energy Regulatory Commission, in each case other than any rate proceedingthe WPS, fuel adjustment clause audit, earnings review the MPUC or market power filing before any Governmental Authority unless and until such succeeding to the functions thereof, or any similar state or local Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse EffectAuthority; (iiic) prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding brought received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (Ax) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) the WPS or the MPUC), or (By) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in each case the ordinary course of business), provided that any of the foregoing set forth in this paragraph would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vid) details prompt written notice of each any change to the by any Rating Agency in a Senior Debt Rating. Each notice delivered under Section 6.2(a) or (c) 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. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed in Section 10.1(b); or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish to the Borrower obtains Actual Knowledge of any Administrative Agent prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description hereunder in which case such notice shall specify the nature thereof, the period of any existence thereof, and the action being taken or proposed that the Borrower proposes to be taken take with respect thereto); (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) without the waiver or prior written consent of the Administrative Agent in its sole and absolute discretion, any proposed acquisition by the Borrower or any Subsidiary, which notice shall be given at least five (5) days before the proposed closing of any such acquisition with a total acquisition price of less than $30,000,000 or at least ten (10) days before the proposed closing of any such acquisition with a total acquisition price of equal to or more than $30,000,000, or with an acquisition price which when added to the total acquisition prices of all other acquisitions during any four consecutive Fiscal Quarters of the Borrower in which the closing of such transaction will occur will amount to an aggregate of $30,000,000 or more; (d) without the waiver or prior written consent of the Administrative Agent in its sole and absolute discretion, any transaction listed in Section 7.3 (not otherwise covered by clause (c) above), which notice shall be given at least fifteen (15) days before such transaction is consummated; (e) any material citation, summons, subpoena, order, notice, claim assessment in an amount in excess of $5,000,000 by any taxing authority for unpaid taxes which are due and payable; (f) the occurrence of any event or proceeding brought by, or brought against, any other development by which the Borrower or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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 case that wouldof the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivg) copies the occurrence of all reports on Form 8-K any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; (h) the occurrence of any event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged event of default, with respect to any Material Indebtedness of the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeof its Subsidiaries; (vi) the occurrence any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.6 shall be accompanied by a written statement of a Change in Control; and (vi) Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Notwithstanding any contrary provision herein or in any other Loan Document, the Senior Debt RatingAdministrative Agent may (but shall not be required to) waive any notice requirement herein or in any other Loan Document.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent for distribution to each Lender prompt (and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any knowledge thereof) written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default Default; (b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any of its Subsidiaries thereof 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 probability of an adverse determination and, if adversely determined, could reasonably be expected to result in liability in excess of $5,000,000, in each case, not fully covered by insurance, subject to normal deductibles; (c) any action, investigation or inquiry by any Governmental Authority of which a Responsible Officer of the Borrower has knowledge or any written threat, demand or lawsuit by any Person against Holdings, the Borrower or any Subsidiary or their Properties 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 $5,000,000, in each case, not fully covered by insurance, subject to normal deductibles; (d) any other development that results in, or could reasonably be expected to result in, a description Material Adverse Effect; and (e) to the best of the Borrower’s knowledge, 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 this Section 8.02 shall specify that it is “a notice under Section 8.02” of this Agreement, identify the specific clause above and be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent, the Multicurrency Administrative Agent and each Lender prompt (a) The Borrower will, as soon as practicable and but in any event within five (5any time period that may be specified below) Business Days after the Borrower obtains Actual Knowledge of any written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default Default; (with a description b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to or Disposition outside the ordinary course of business of the Collateral in the amount of $15,000,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof and no earlier than after passage of any applicable cure period, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located having a value in excess of $500,000 in respect of an individual leased location or public warehouse or holding Collateral having a value in excess of $1,000,000 in the aggregate across all such leased locations or public warehouses; (f) simultaneously with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(e), a list of counterparties under each Swap Agreement entered into by any Loan Party and a listing of the aggregate mark-to-market position of the Loan Parties as provided by each such counterparty with respect to all Swap Agreements then outstanding with each such counterparty; (g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $20,000,000; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a 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 being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought againstcould reasonably be expected to result in liability of the Company, the Borrower or any of its Subsidiaries, with respect to their Subsidiaries in an aggregate amount exceeding $250,000; and (Aiv) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) development that results in, or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in in, a Material Adverse Effect;. Each notice delivered under this Section shall be accompanied by a certificate 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. (ivb) copies The Borrower shall deliver to the Administrative Agent and the Lenders written notice of all reports each of the following not less than ten (10) Business Days prior to the occurrence thereof: (i) a sale, transfer or other disposition of assets by any of the Consolidated Businesses, in a single transaction or series of related transactions, for consideration in excess of an amount equal to 10% of the Total Value, (ii) an acquisition of assets by any one or more Consolidated Business, in a single transaction or series of related transactions, for consideration in excess of 10% of the Total Value, and (iii) the grant of a Lien by any one or more Consolidated Business with respect to assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of 10% of the Total Value. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and its Financial Officer certifying that Borrower and the Guarantors are in compliance with this Agreement and the other Loan Documents both on Form 8-K a historical basis and on a pro forma basis, exclusive of the property sold, transferred and/or encumbered and inclusive of the property to be acquired or the indebtedness to be incurred, together with calculations, in the form of Schedule B to Exhibit F attached hereto, evidencing compliance with each of the financial covenants set forth in Article VI hereof. To the extent such proposed transaction, after giving effect to the prepayment required to be made pursuant to Section 2.09(c), would result in a failure to comply with the financial covenants set forth herein, the Borrower shall prepay outstanding Loans in such amount, as determined by the Administrative Agent, as may be required to reduce the Obligations so that the Borrower or any Material Subsidiary files will be in compliance with the Securities and Exchange Commission or any national securities exchange; (v) covenants set forth herein upon the occurrence consummation of a Change in Control; and (vi) details of each change to the Senior Debt Ratingcontemplated transaction.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish or caused to be furnished to the Borrower obtains Actual Knowledge of any Administrative Agent each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default, specifying the nature and extent thereof; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review whether at law or market power filing in equity or by or before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder Authority, against, or affecting, any Loan Party or any of its Subsidiaries that would could reasonably be expected to result in a Material Adverse Effect; (iiic) if requested by Administrative Agent from time to time, copies of any material citationannual report required to be filed in connection with each Pension Plan or Foreign Plan, summonsand as soon as possible after, subpoenaand in any event within ten days after any Loan Party or any ERISA Affiliate knows or has reason to know that, orderany ERISA Event (or any similar event with respect to a Foreign Plan) has occurred that, notice, claim alone or proceeding brought by, together with any other ERISA Event (or brought against, any similar event with respect to a Foreign Plan) could reasonably be expected to result in liability of any Loan Party or any ERISA Affiliate in an aggregate amount exceeding the Borrower Threshold Amount; (d) as soon as possible and in no event later than five (5) Business Days after the receipt by any Loan Party or any of its Subsidiaries, with respect to (A) of a copy of any proceeding before notice, summons, citation or other written communication concerning any Governmental Authority (other than proceedings in the ordinary course actual, alleged, suspected or threatened violation of business before any applicable regulatory authority) or (B) any real property under any Environmental LawLaw by, Environmental Claim against or Environmental Liability of, any Loan Party or any of its Subsidiaries, in each case that wouldcase, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect; (ive) to the extent applicable, promptly after the same become publicly available, copies of all reports on Form 8-K that the Borrower periodic and other reports, proxy statements and other materials filed by any Loan Party or any Material Subsidiary files of its Subsidiaries with the Securities and Exchange Commission Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be; (vf) to the extent applicable, promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2; (g) promptly after any Loan Party or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934; (h) in the event that any Person shall become, or cease to be, a Subsidiary or a Guarantor, the Borrower shall promptly furnish to the Administrative Agent an updated list of Subsidiaries or Guarantors, as the case may be; and (i) the occurrence of any other development that has resulted in, or could reasonably be expected to result in, a Change in Control; and (vi) Material Adverse Effect. Each notice delivered under this Section 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 each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto); (ii) the occurrence of any event of loss which would reasonably be expected to result in a mandatory prepayment under Section 2.09(a); (iii) any sale or other disposition of the assets or other property of the Borrower or any of its Subsidiaries which would result in an offer to make a mandatory prepayment pursuant to Section 2.09(e); (iv) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iiiv) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (vvi) the occurrence of a Change in Control; (vii) any occurrence, fact or circumstance that would reasonably be expected to have a Material Adverse Effect since the date of the most recent audited annual financial statements of the Borrower delivered pursuant to Section 5.02(a); and (viviii) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) the filing or Event of Default (with a description commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates, other than disputes in the ordinary course of business or, whether or not in the ordinary of business, disputes involving amounts exceeding $40,000,000 (excluding, however, any actions relating to workers’ compensation claims or negligence claims relating to use of motor vehicles, if fully covered by insurance, subject to deductibles); (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and any of its ERISA Affiliates in an aggregate amount exceeding $60,000,000; (d) the assertion of any claim with respect to any Environmental Liability by any Person against, or with respect to the activities of, the Borrower or any other Group Member and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any such claim, alleged violation or non-compliance that, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the Group Members in an aggregate amount exceeding $25,000,000; (e) within five days thereof (or such earlier time as set forth in Section 5.4 of the Guarantee and Collateral Agreement), any change in (i) any Loan Party’s corporate name, (ii) any Loan Party’s corporate structure, (iii) any Loan Party’s jurisdiction of organization or (iv) the organization identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or permit any of the Loan Parties to effect any change referred to in this Section 6.02(e) unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Documents); and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish to the Borrower obtains Actual Knowledge of any Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim or proceeding brought byERISA Event that alone, or brought againsttogether with any other ERISA Events that have occurred, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectliability to the Borrower in excess of $5,000,000; (ivd) copies any material investigation of all reports on Form 8-K the Borrower or any Subsidiary by any Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of the Borrower and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of such notice (if the consent of such Governmental Authority is required for the Borrower to give such notice); (e) the issuance of any cease and desist order (whether written or oral), execution and delivery of any Regulatory Agreement (to the extent that the Borrower or any Material such Subsidiary files with is permitted to disclose such information (provided that the Securities and Exchange Commission Borrower shall take all reasonable efforts to obtain any necessary regulatory consents)), cancellation of insurance or other public or enforcement action by the FDIC or other Governmental Authority having regulatory authority over the Borrower or any national securities exchangeSubsidiary; (vf) the occurrence issuance of any material informal enforcement action, including, without limitation, a Change in Controlmemorandum of understanding or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the Borrower or any Subsidiary, to the extent that the Borrower or any such Subsidiary is permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents); and (vig) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) the filing or commencement of any Proceeding by or before any arbitrator or Governmental Authority against or affecting the Parent, the Borrower or any Affiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 106 DB3/ 204690278.10 (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Default the Parent, the Borrower and their respective Subsidiaries in an aggregate amount exceeding $5,000,000; (with a description d) notice of any action being taken arising under any Environmental Law or proposed to be taken with respect thereto); (ii) of any written notice to noncompliance by the Parent, the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any actionSubsidiary with any Environmental Law or any permit, suit approval, license or other proceeding has been filed or commenced related to any of the foregoingauthorization required thereunder that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiie) any material citation, summons, subpoena, order, notice, claim change in accounting or proceeding brought by, or brought againstfinancial reporting practices by the Parent, the Borrower or any Subsidiary; (f) notice of its Subsidiariesa Pricing Certificate Inaccuracy; (g) notice of any Liens, with respect to (A) set-offs or other claims against any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental LawCollateral Pool Property that if adversely determined, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectEffect or could materially impair the value of such Collateral Pool Property; (ivh) copies of all reports on Form 8-K any other development that the Borrower results in, or any could reasonably be expected to result in, a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in ControlAdverse Effect; and (vii) details of each any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the Senior Debt Ratinglist of beneficial owners identified in such certification. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of Veris Residential, L.P. Revolving Credit and Term Loan Agreement dated April 22, 2024” and (iii) 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. Holdings and the Borrower will furnish to each Agent and each Lender prompt (abut, with respect to paragraph (d) The Borrower willbelow, as soon as practicable in any event within three days thereof, and with respect to each other paragraph below, in any event within five (5days thereof) Business Days after the Borrower obtains Actual Knowledge of any written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that against or (to its knowledge) affecting any Loan Party that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (iiic) receipt of any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before notice from any Governmental Authority asserting that any Loan Party is not in compliance with, or that there are any grounds to suspend, revoke or terminate, any Concession or any other material Governmental Approval, or of any suspension, revocation or termination thereof; (other than proceedings in d) the ordinary course commencement of, or Holdings becoming aware of business before a material threat of, any applicable regulatory authority) or (B) action by any real property under any Environmental Law, in each case Governmental Authority that would, individually or in the aggregate, would reasonably be expected to result in the condemnation, seizure, compulsory acquisition, expropriation or nationalization of all or a material part of the assets of the Loan Parties or any Equity Interests of the Borrower or any Restricted Subsidiary; (i) any involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking liquidation, reorganization, "concordato", "concordata", a bankruptcy judgment, application of Colombian Law 550 of 1999, as amended, or other relief in respect of any Unrestricted Subsidiary, or its debts, (ii) any Unrestricted Subsidiary shall voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, "concordato", "concordata", a bankruptcy judgment, a judicial creditors' agreement, application of Colombian Law 550 of 1999, as amended, or other relief or (iii) any Unrestricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (f) the declaration of a moratorium on the payment of external debt by any Governmental Authority or Central Bank in any Project Country or the Netherlands or any other action by any such Governmental Authority or Central Bank that restricts the ability of any Loan Party to make any payment when due under any Loan Document or to transfer Dollars to the United States; and (g) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence . Each notice delivered under this Section shall be accompanied by a statement of a Change in Control; and (vi) Financial Officer or other executive officer of Holdings setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower Borrowers will, as soon as practicable and the Lead Borrower will cause each of the other Credit Parties to, furnish to the Administrative Agent (which in any event within five (5turn shall furnish to the Issuing Bank, the Collateral Agent and each Lender) Business Days after the Borrower obtains Actual Knowledge of any prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting any of the foregoingCredit Parties that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event or Termination Event that, summonsalone or together with any other ERISA Events or Termination Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies of all reports on Form 8-K any other development that the Borrower results in, or any could reasonably be expected to result in, a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (ve) any change in the Lead Borrower’s chief executive officer or chief financial officer; (f) any collective bargaining agreement or other material labor contract to which any of the Credit Parties becomes a party, or the application for the certification of a collective bargaining agent; (g) the occurrence filing of a Change any Lien for unpaid taxes in Controlan aggregate amount in excess of $1,000,000 against any of the Credit Parties; (h) the discharge by any of the Credit Parties of its present independent accountants or any withdrawal or resignation by such independent accountants; and (vii) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary thereof. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of each change the event or development requiring such notice and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) The Borrower will, as soon as practicable and in any event within five (5) three Business Days after the Borrower a Financial Officer obtains Actual Knowledge of any of the followingknowledge thereof, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to within three Business Days after a Financial Officer obtains knowledge thereof, the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting any Borrower or any Subsidiary or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought againstwithin three Business Days after a Financial Officer obtains knowledge thereof, the Borrower occurrence of any ERISA Event that, alone or together with any of its Subsidiariesother ERISA Events that have occurred, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies of all reports on Form 8-K within three Business Days after a Financial Officer obtains knowledge thereof, any other development that the Borrower results in, or any could reasonably be expected to result in, a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (ve) any change in any the Lead Borrower's executive officers; (f) within three Business Days after a Financial Officer obtains knowledge thereof, the filing of any Lien for unpaid taxes against any Borrower in an amount in excess of $2,000,000; (g) the occurrence discharge by any Borrower of a Change in Controltheir present independent accountants or any withdrawal or resignation by such independent accountants; and (vih) within three Business Days after a Financial Officer obtains knowledge thereof, the occurrence of any early amortization event or event of default by the Lead Borrower or any of its Subsidiaries under any Permitted Securitization Transaction. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of each change the event or development requiring such notice and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower, any other Loan Party 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, if adversely determined, could reasonably be expected to result in liability to the Borrower and the other Loan Parties in excess of $5,000,000, 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, could reasonably be expected to result in liability of the Borrower and the other Loan Parties in an aggregate amount exceeding $5,000,000; (d) any other development that results in a Material Adverse Change; (e) the receipt by any Loan Party of any environmental site assessment reports, investigations, studies, analyses or other correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) related to any Loan Party’s Properties or operations thereon, which reports, investigation, studies, analyses or other correspondence, individually or in the aggregate, show environmental issues involving potential liabilities or costs of the Borrower and the other Loan Parties in an amount exceeding $5,000,000; and (f) the receipt by any Loan Party of any cash proceeds from any incurrence or issuance of Material Indebtedness, any issuance or sale of Equity Interests to any Person other than a Loan Party, any Asset Sale made pursuant to Section 9.11(e) or from any Recovery Event; provided that such notices of receipt of cash proceeds from any Asset Sale or any Recovery Event shall only be required during the existence and continuation of an Event of Default (with or otherwise promptly following any request therefor by the Administrative Agent. Each notice delivered under this Section 8.02 shall be accompanied by a description statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within Lufkin shall promptly notify the Administrative Agent of the completion of the Acquisition. (b) Within five (5) Business Days after any executive officer of either Borrower has knowledge thereof, such Borrower will furnish to the Borrower obtains Actual Knowledge of any Administrative Agent and each Lender prompt written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting either of the foregoingBorrowers, any other Loan Party, or any Affiliate of either of the Borrowers or any other Loan Party that, individually or in each case other than any rate proceedingthe aggregate, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;liability of Lufkin or any of its consolidated Subsidiaries in an aggregate amount exceeding $3,000,000, accompanied by a certificate of a Financial Officer setting forth the details as to such occurrence and the action, if any, which Lufkin is required or proposes to take with respect thereto; or (iv) copies any other development that has resulted in, or that results in, or could reasonably be expected to result in, a Material Adverse Effect. (c) Lufkin shall deliver to the Administrative Agent, as soon as possible and in any event within ten (10) days after the occurrence of all reports on Form 8-K that any of the Borrower following, a certificate of the chief financial officer of Lufkin or such Subsidiary, as applicable, setting forth the details of such occurrence and the action, if any, Lufkin or such Subsidiary, as applicable, is required or proposes to take: (i) the establishment or adoption of any Canadian Pension Plan or Canadian Benefit Plan by Lufkin or any Material Subsidiary files with of its Subsidiaries on or after the Securities and Exchange Commission or any national securities exchangeEffective Date; (vii) the occurrence failure to pay when due any or all amounts that are required to be paid under the terms of a Change in Controlany Canadian Pension Plan; andor (viiii) the institution of any proceeding or notice of any proposal to make an order in respect of any Canadian Pension Plan by any Governmental Authority. Each notice delivered under this Section shall be accompanied by a statement of an Authorized Officer of Lufkin setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Borrower and Holdings will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) The the occurrence of any Default; (b) receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment, or other governmental charge, (vii) which alleges potential violations of the FDA Laws or any applicable statutes, rules, regulations, standards, policies or orders administered or issued by any foreign Governmental Authority, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (viii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $100,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located; (f) any material change in accounting or financial reporting practices by the Borrower willor any Subsidiary; (g) the occurrence of any ERISA Event that, as soon as practicable alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties and their Subsidiaries in any event an aggregate amount exceeding $250,000; (h) within five (5) Business Days after the Borrower obtains Actual Knowledge occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement (in each case other than foreign exchange confirmations in the ordinary course of any business), together with copies of the following, give written notice to the Administrative Agent:all agreements evidencing such Swap Agreement or amendment; (i) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (j) any change in the occurrence information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of any Default beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or Event other executive officer of Default (with a description the Borrower setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable Agent will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that filing or commencement of, or any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminateddevelopment in, revoked or suspended, or any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to the knowledge of the Parent or any Borrower, affecting the Parent or any of the foregoingits Subsidiaries which, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought againstpromptly after becoming aware thereof, the Borrower occurrence of any event or any other development by which the Parent or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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, in each case that wouldwhich, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies promptly and in any event within 15 days after (i) the Parent, any of all reports on Form 8-K that the Borrower its Subsidiaries or any Material Subsidiary files ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Parent describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the Securities PBGC or the IRS pertaining to such ERISA Event and Exchange Commission any notices received by the Parent, such Subsidiary or such ERISA Affiliate from the PBGC or any national securities exchangeother governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Parent, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Parent, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Parent; (ve) promptly after becoming aware thereof, the occurrence of any default or event of default, or the receipt by the Parent or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Parent or any of its Subsidiaries; (f) any material amendment or modification to any Material Agreement (together with a Change copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in Controlthe aggregate, could reasonably be expected to result in a reduction in revenue or Consolidated EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (vih) The Borrower Agent will furnish to the Administrative Agent at least 30 days before (or such shorter period as shall be agreed by the Administrative Agent), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice or other document and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish or caused to be furnished to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default, specifying the nature and extent thereof; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review whether at law or market power filing in equity or by or before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder Authority, against, or affecting, any Loan Party or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect; (iiic) if requested by Administrative Agent from time to time, copies of any material citationannual report required to be filed in connection with each Pension Plan or Foreign Plan, summonsand as soon as possible after, subpoenaand in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that, orderany ERISA Event (or any similar event with respect to a Foreign Plan) has occurred that, notice, claim alone or proceeding brought by, together with any other ERISA Event (or brought against, any similar event with respect to a Foreign Plan) would reasonably be expected to result in liability of any Loan Party or any ERISA Affiliate in an aggregate amount exceeding the Borrower Threshold Amount; (d) as soon as possible and in no event later than five Business Days after the receipt by any Loan Party or any of its Subsidiaries, with respect to (A) of a copy of any proceeding before notice, summons, citation or other written communication concerning any Governmental Authority (other than proceedings in the ordinary course actual, alleged, suspected or threatened violation of business before any applicable regulatory authority) or (B) any real property under any Environmental LawLaw by, Environmental Claim against or Environmental Liability of, any Loan Party or any of its Subsidiaries, in each case that wouldcase, individually or in the aggregate, which would reasonably be expected to result in have a Material Adverse Effect; (ive) promptly after the same become publicly available, copies of all reports on Form 8-K that the Borrower periodic and other reports, proxy statements and other materials filed by any Loan Party or any Material Subsidiary files of its Subsidiaries with the Securities and Exchange Commission Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be; (vf) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2; (g) promptly after any Loan Party or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934; (h) promptly after any Person becomes, or ceases to be, a Subsidiary or a Guarantor, an updated list of Subsidiaries or Guarantors, as the case may be; (i) within five Business Days following the consummation of any acquisition for which the value of the total consideration paid by the Borrower or any Subsidiary (whether in cash or otherwise) is greater than or equal to $1,000,000, (1) a notice of such acquisition, which notice shall set forth evidence of pro forma compliance with all the financial covenants under the Loan Documents, and (2) true and complete copies of each acquisition document together with all schedules thereto, each executed by all of the parties thereto; (j) the occurrence of any other development that has resulted in, or would reasonably be expected to result in, a Change in ControlMaterial Adverse Effect; and (vik) details of each any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the Senior Debt Ratinglist of beneficial owners identified therein. Each notice delivered under this Section 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. (a) The Borrower will, as soon as practicable and in any event will furnish to the Lender written notice within five (5) Business Days after of its knowledge of the Borrower obtains Actual Knowledge occurrence of any of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or its Subsidiaries in an aggregate amount exceeding $250,000; (d) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, investigation of the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before Subsidiary by any Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than proceedings in routine examinations of the ordinary course Borrower and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of business before any applicable regulatory authoritysuch notice (if the consent of such Governmental Authority is required for the Borrower to give such notice) or (B) any real property under any Environmental Lawwhich, in each case that wouldif adversely determined, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ive) copies the issuance of all reports on Form 8-K any cease and desist order (whether written or oral), written agreement, cancellation of insurance or other public or enforcement action by the FDIC or other Governmental Authority having regulatory authority over the Borrower or any Subsidiary; (f) the issuance of any informal enforcement action, including, without limitation, a memorandum of understanding or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the Borrower or any Subsidiary, to the extent that the Borrower or any such Subsidiary is permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents) which results in or could reasonably be expected to result in a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (vg) the occurrence any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Change in ControlResponsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto; and (vih) details any change of each change any member of Senior Management by the Borrower or any Financial Institution Subsidiary, other than changes in connection with the SmartFinancial Merger pursuant to the Senior Debt RatingMerger Agreement.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after Holdings will furnish to the Borrower obtains Actual Knowledge of any Term Administrative Agent and each Term Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default promptly upon becoming aware of it; (b) receipt of any notice of any governmental investigation or Event any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of Default $10,000,000 and is not covered by insurance, (with ii) seeks injunctive relief which, if granted, would reasonably be expected to have a description Material Adverse Effect; (c) (i) any Lien (other than Liens permitted under Section 6.02) or claim made or asserted against any of the Collateral, (ii) any loss, damage, or destruction to the Collateral whether or not covered by insurance 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 and (iii) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof), in each case in relation to Collateral in the aggregate amount of $10,000,000 or more; (d) the 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 judicial or administrative proceeding or investigation alleging a violation of or liability under any Environmental Law, that has a reasonable likelihood of being adversely determined and that, in the aggregate, if adversely determined, would have a reasonable likelihood of subjecting the Loan Party to liabilities exceeding $5,000,000 individually or in the aggregate; (f) upon written request by any Term Lender through the Term Administrative Agent, a report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice or report delivered pursuant to this Agreement; and (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a 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); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower willwill furnish to the Administrative Agent and each Lender promptly, as soon as practicable and in any event within five three (53) Business Days after the Borrower obtains Actual Knowledge of any Days, written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates, other than disputes in the foregoingordinary course of business or, whether or not in the ordinary of business, if adversely determined could reasonably be expected to result in losses and/or expenses in excess of $1,000,000; (c) the occurrence of the consummation of the Qualifying SPAC Transaction; (d) the occurrence of any ERISA Event that, individually or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability in an amount in excess of $1,000,000; (e) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary; (f) if any Responsible Officer of any Loan Party or any Subsidiary has knowledge that the Borrower, or any Subsidiary or Affiliate of the Borrower, is listed on the OFAC Lists or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; (g) planned or actual negotiations by the Borrower or any Subsidiary to (i) terminate or amend any Material Contract of Borrower or any of its Subsidiaries, or (ii) enter into any new Material Contract, in each case of the foregoing clauses (i) and (ii), with a written statement describing such event or planned event, with drafts of such amendments or new contracts, and an explanation of any proposed actions being taken with respect thereto; and (h) any other than any rate proceedingdevelopment that results in, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iii) . Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any material citation, summons, subpoena, order, notice, claim action taken or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, proposed to be taken with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Ratingthereto.

Notices of Material Events. The Borrowers and Holdings will furnish to the Administrative Agent for distribution to the Lenders prompt (a) The Borrower will, as soon as practicable and but in any event within five (5any time period that may be specified below) Business Days after the Borrower obtains Actual Knowledge of any written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) receipt of any notice of any governmental investigation or Event any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of Default $5,000,000, (ii) seeks injunctive relief that has, or would be reasonably likely to have, a Material Adverse Effect, (iii) is asserted or instituted against any Pension Plan, its fiduciaries or its assets that has, or would be reasonably likely to have, a Material Adverse Effect, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws that has, or would be reasonably likely to have, a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $5,000,000, or (vii) involves any product recall involving Collateral having a value in excess of $1,000,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance; (e) within two Business Days of receipt thereof, any and all default notices received under or with respect to any Distribution Center or any other leased location or public warehouse where Collateral is located; (f) all material amendments to any lease with respect to any Distribution Center or any product and brand licensing agreement, together with a description copy of each such amendment; (g) within two Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) the occurrence of any ERISA Event, Canadian Pension Event, or Foreign Pension Event that, alone or together with any other ERISA Events, Canadian Pension Events or Foreign Pension Event that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $5,000,000; (i) within two Business Days of receipt thereof, any and all default notices received under or with respect to any product and brand licensing agreement; (j) within two Business Days after receipt thereof, any notice received with respect to any alleged default by any Borrower, Canada Sub or Riviera Sun under, breach by any Borrower, Canada Sub or Riviera Sun of, or failure of any Borrower, Canada Sub or Riviera Sun to comply with the terms of, a Material License Agreement; (k) within two Business Days after the occurrence thereof, the sale transfer or assignment of any Account to the Factor under any Factoring Agreement; (l) all material modifications, amendments, supplements or side letters relating to the CIT CARPA or any other Factoring Agreement (it being understood that any modification, amendment, supplement or side letter changing any fees, interest or commissions charged by Factor under the Factoring Agreements or extends the term of the Factoring Agreements shall not be a material modification, amendment, supplement or side letter on the basis of such change); (m) within two Business Days after the occurrence thereof, any Restricted Payment in accordance with Section 6.08(c), (d) or (e); and (n) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a 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 being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will furnish to the Administrative Agent, for delivery to each Lender prompt written notice of the following: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that filing or commencement of, or any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminateddevelopment in, revoked or suspended, or any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any of the foregoingits Restricted Subsidiaries which, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, any other development by which the Borrower or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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, in each case that wouldwhich, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies promptly and in any event within fifteen (15) days after (i) the Borrower, any of all reports on Form 8-K its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of a Responsible Officer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from a Responsible Officer, in each case of (i) and (ii) above, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Subsidiary files with Indebtedness of the Securities and Exchange Commission Borrower or any national securities exchangeof its Subsidiaries; (vf) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the occurrence aggregate, could reasonably be expected to result in a reduction in Annualized Adjusted Consolidated EBITDA of the Loan Parties of 5% or more on a Change in Controlconsolidated basis from the Annualized Adjusted Consolidated EBITDA for the most recent Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(a) or Section 5.1(b) of this Agreement; and (vig) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. The Borrower will furnish to the Administrative Agent, for delivery to each Lender the following: (x) promptly and in any event at least ten (10) Business Days prior thereto (or such shorter period as the Administrative Agent shall agree), notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; (y) concurrently with the delivery of the financial statements pursuant to Section 5.1(a) or Section 5.1(b), a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Restricted Subsidiaries during the Fiscal Quarter with respect to which such financial statements relate on any Real Estate held by any Loan Party.; and (z) concurrently with the delivery of the financial statements pursuant to Section 5.1(a) or Section 5.1(b) or in connection with any Permitted Acquisition from an Affiliate Fund, to the extent Borrower has knowledge of the same, notice of any Change in Law that has occurred since the date of the last report made pursuant to this subsection (z) such that any Mortgages to be assigned pursuant to such Permitted Acquisition or otherwise, as modified by an applicable form of Omnibus Mortgage Amendment, might not be effective to grant a mortgage Lien to the Secured Parties securing the Obligations in the same amount as on the Closing Date. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice or other document and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower willwill furnish to the Administrative Agent and each Lender prompt (and, as soon as practicable and in any event within five (5) 5 Business Days after the Borrower obtains Actual Knowledge of any occurrence thereof) written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until against or affecting the Borrower or any Affiliate thereof that (i) seeks to revoke, suspend or not renew (except for any non-renewal action, suit or proceeding arising out of Borrower’s or such Governmental Authority has made a final determination thereunder that would Affiliate’s voluntary decision not to seek renewal of) any Gaming Authorization, (ii) seeks damages in excess of $20,000,000, (iii) seeks injunctive relief, (iv) alleges criminal misconduct by any Loan Party, (v) contests any tax, fee, assessment, or other governmental charge in excess of $20,000,000, or (vi) if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $20,000,000; (d) the occurrence of any default under any agreement, instrument or other document evidencing Material Indebtedness that could result in such Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; (e) any Governmental Authority shall take any action to condemn, seize or otherwise appropriate, or take control of, any Material Portion, or any Material Portion is lost, stolen or destroyed; (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (iv) copies . Each notice delivered under this Section shall be accompanied by a statement of all reports on Form 8-K that a Financial Officer or other executive officer of the Borrower or any Material Subsidiary files with setting forth the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge each Lender written notice of any each of the following, give written notice promptly after it becomes known to the Administrative Agenta Responsible Officer: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including, without limitation, any action, suit or proceeding instituted by the Florida Department of Insurance or the Insurance Regulatory Authority of any other proceeding has been filed or commenced related applicable state) against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, any other development by which the Borrower or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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 case that wouldof the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies the occurrence of all reports on Form 8any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; (e) the forfeiture, non-K that renewal, cancellation, termination, revocation, suspension, impairment or material modification of any Governmental Approval held by the Borrower or any Material Subsidiary files with or the Securities and Exchange Commission occurrence of any event or the existence of any circumstances which is likely to lead to the forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any Governmental Approval held by the Borrower or any national securities exchangeSubsidiary, the result of which could reasonably be expected to have a Material Adverse Effect; (vf) the occurrence receipt of any notice or other communication from any Governmental Authority of a Change in Controlmaterial violation of any Requirement of Law by the Borrower or any of its Subsidiaries including, without limitation, any such notice from any Insurance Regulatory Authority; and (vig) any other development (including, without limitation, any change in any Requirement of Law applicable to the Borrower or any of its Subsidiaries such as, by way of illustration and not limitation, any actual changes in any insurance statute, rule or regulation governing the investment or dividend practices of any Insurance Subsidiary) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice Company will furnish to the Administrative Agent, which upon receipt shall provide to each Lender, prompt written notice of the following: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting the Company or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $3,000,000; (d) of the occurrence of any of the following events affecting the Company or any ERISA Affiliate (and the Company will deliver to the Administrative Agent and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Company or any ERISA Affiliate with respect to such event): (i) an ERISA Event that could reasonably be expected to create a material liability of the Company; (ii) a material increase in the Unfunded Pension Liability of any Pension Plan; (iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Company or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability; (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing against the Company or any Subsidiary or any of their respective properties pursuant to any applicable Environmental Laws which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of the Company and its Subsidiaries of $3,000,000 in the aggregate in excess of amounts reserved for or reasonably available from insurance or third parties, (ii) all other Environmental Claims which could reasonably be expected to be adversely determined and which, if so determined, could reasonably be expected to give rise to a potential liability of the Company and its Subsidiaries of $3,000,000 in the aggregate in excess of amounts reserved for or reasonably available from insurance or third parties, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the property of the Company or any Subsidiary that could reasonably be anticipated to cause such property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such property under any Environmental Laws, except for any such restrictions which would not affect such Person's ability to continue its previous use of such property; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence . Each notice delivered under this Section shall be accompanied by a statement of a Change in Control; and (vi) Financial Officer or other executive officer of the Company setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Lenders prompt written notice of the following: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge filing or commencement of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting the Borrower or any of the foregoingits Affiliates that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiib) a Change of Control or potential Change of Control; (c) a revocation, cancellation or relinquishment of any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, Material License held by the Borrower or any Restricted Subsidiary to operate satellite component facilities, (d) the occurrence of any Default or Event of Default; (e) the occurrence of any default under (i) any Material Contract, (ii) the 15% Notes Indenture, or (iii) the Exchangeable Notes Indenture, in each case, whether or not the applicable non-defaulting party, has exercised, or is permitted to exercise, any of its Subsidiaries, rights and remedies on account thereof; (f) any material notices and other material communications from any shareholder of TerreStar Parent with respect to any of (Ai) the Transactions, (ii) the Spectrum Contribution Transactions, (iii) the Exchangeable Notes issued on or about the Effective Date, and (iv) the additional 15% Notes issued on or about the Effective Date; (g) any proceeding before material change in accounting policies or financial reporting practices by the Borrower or any Governmental Authority Restricted Subsidiary thereof; and (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (Bh) any real property under any Environmental Lawother development that results in, in each case that would, individually or in the aggregate, could reasonably be expected to result in in, a Material Adverse Effect; ; provided, that each notice delivered under this Section shall be accompanied by a statement of an Officer of the Borrower (ivx) copies alerting the Lenders whether the details of all reports on Form 8the event or development requiring such notice include any material, non-K that public information relating to the Borrower or its business, (y) describing such details, and (z) setting forth any Material Subsidiary files action taken or proposed to be taken with respect thereto. Upon receipt of such statement, any Lender may, in its sole discretion, disregard the Securities details provided with such Officer’s statement and Exchange Commission waive its rights to notice under this Section of such event or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Ratingdevelopment.

Notices of Material Events. Each Seller Party will furnish to the Agent (a) The Borrower willfor distribution to each Purchaser), as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any prompt written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or each Amortization Event and each Potential Amortization Event, by a statement of Default (with a description an Authorized Officer of any action being taken or proposed to be taken with respect thereto)such Seller Party; (ii) the entry of any written notice to judgment or decree against the Borrower indicating that Servicer or any material Governmental Approval will not be granted of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against the Servicer and its Subsidiaries exceeds $5,000,000 and (2) the filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting any Seller Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; and (3) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Finance Subsidiary; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought byother development that results in, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in in, a Material Adverse Effect; (iv) copies the occurrence of all reports on Form 8-K that the Borrower or any Material Subsidiary files with "Amortization Date" under and as defined in the Securities and Exchange Commission or any national securities exchangeReceivables Sale Agreement; (v) the occurrence of a Change in Control; anddefault or an event of default under any other financing arrangement pursuant to which such Seller Party is a debtor or an obligor; (vi) any downgrade in the rating of any Indebtedness of Affinia Group or any Seller by Standard & Poor's Ratings Group or by ▇▇▇▇▇'▇ Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change; (vii) 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 occurred, could reasonably be expected to result in liability of the Finance Subsidiary in an aggregate amount exceeding $5,000,000; Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) other than the Chapter 11 Cases, the filing or Event of Default commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Loan Parties thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (with whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a description Material Adverse Effect (whether or not subject to the automatic stay in the Chapter 11 Cases); (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or any Loan Party in an aggregate amount exceeding $250,000; (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) at least three (3) Business Days prior to filing (or, in the case of any Post-Petition pleadings and motions that seek an expedited emergency hearing, two (2) Business Days prior to filing, or in each case such shorter period as the Administrative Agent may agree), the Borrower shall use commercially reasonable efforts to provide the Administrative Agent copies of all material pleadings and motions (other than “first day” motions and proposed orders) to be filed by or on behalf of the Borrower or any of the other Loan Parties with the Bankruptcy Court or the United States Trustee in the Chapter 11 Cases, or to be distributed by or on behalf of the Borrower or any of the other Loan Parties to any official committee appointed in the Chapter 11 Cases, which such pleadings shall include the Administrative Agent as a notice party; and (f) on a timely basis as specified in the DIP Orders, all notices required to be given to all parties specified in the DIP Orders, in the manner specified therefor therein. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender of the following: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give Prompt written notice to the Administrative Agent: (i) of the occurrence of any Default or (i) Event of Default or Default, specifying the nature and extent thereof and (with ii) a description of any action being taken or proposed to be taken with respect thereto)Material Adverse Change; (iib) any Prompt written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iiii) any material citation, summons, subpoena, order to show cause or other document naming the Borrower or any of the Restricted Subsidiaries a party to any proceeding before any Governmental Authority, and include with such notice a copy of such citation, summons, subpoena, order to show cause or other document, or (ii) any lapse or other termination of, or refusal to renew or extend, any material Intellectual Property, license, permit, franchise or other authorization issued to the Borrower or any of the Restricted Subsidiaries by any Person or Governmental Authority, provided that any of the foregoing set forth in this subsection (b) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or call into question the validity or enforceability of any of the Loan Documents; (c) Promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the Borrower or any of the Restricted Subsidiaries may be required to file with or deliver to any securities exchange or the SEC, or any other Governmental Authority succeeding to the functions thereof, (ii) copies of any statement or report furnished to any holder of debt securities of the Borrower or of any of the Restricted Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required Cleco Corporation Loan Agreement to be furnished to the Lenders pursuant to any other clause of this Section 6.2, (iii) material news releases and annual reports relating to the Borrower or any of the Restricted Subsidiaries, and (iv) upon the written request of the Administrative Agent, reports that the Borrower or any of the Restricted Subsidiaries sends to or files with the LPSC and the Federal Energy Regulatory Commission, or any Governmental Authority succeeding to the functions thereof, or any similar state or local Governmental Authority; (d) Prompt written notice of any order, notice, claim or proceeding brought received by, or brought against, the Borrower or any of its the Restricted Subsidiaries, or with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vie) details Prompt written notice of each any change to by either ▇▇▇▇▇’▇ or S&P in the Senior Debt Rating.. Each notice delivered under this Section 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. Documents required to be delivered pursuant to Section 6.1(a) or (b) or clauses (i) through (iii) of Section 6.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Administrative Agent will notify the Borrower in writing if it receives written notice from a Lender identifying itself as a Public Lender. The Borrower hereby agrees that it will notify the Administrative Agent in the event that any non-public information is included in the Borrower Materials and to cooperate with the Administrative Agent to ensure that such non-public information is not distributed to a Public Lender. Cleco Corporation Loan Agreement

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge by a Financial Officer of any Loan Party of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against the Borrower or any Subsidiary that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $7,500,000; (d) any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary not otherwise reported in the Borrower’s SEC filings; (e) any casualty or other insured damage to any material portion of the 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; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; , including (ivi) copies breach or non-performance of, or any default under, a Contractual Obligation of all reports on Form 8-K that the Borrower or any Material Subsidiary files with Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Securities and Exchange Commission Borrower or any national securities exchange; Subsidiary and any Governmental Authority; and (viii) the occurrence commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, which in each instance referred to in the foregoing clauses (i), (ii) and (iii) results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Change in Control; and (vi) Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. Parent and the Borrower shall furnish to the Agent written notice of each of the following within the time period specified therein (or, if no such time period is specified, on or within ten (10) days (or such longer or shorter period as may be expressly set forth below) after any Responsible Officer of Parent or the Borrower first learns of or acquires knowledge with respect to any of the below events or circumstances): (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default Default. (with a description b) The occurrence of any action being taken or proposed to be taken event with respect thereto);to any property or assets of Parent or any of its Subsidiaries resulting in a Loss, which notice shall include whether such loss is covered by insurance or if the insurance carrier has disclaimed coverage of such Loss, aggregating $1,500,000 (or the Equivalent Amount in other currencies) or more. (iic) Any Claim, action, suit, notice of violation, hearing, investigation or other proceedings pending, or to Parent knowledge, threatened (in writing) against or affecting Parent or any written notice of its Subsidiaries or with respect to the Borrower indicating that any material ownership, use, maintenance and operation of their respective businesses, operations or properties, whether made by a Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit Authority or other proceeding has been filed or commenced related to any of the foregoingPerson that, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would if adversely determined could reasonably be expected to result in a Material Adverse Effect;. (iiid) (i) On or prior to the date of any material citationfiling by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, summonsa copy of such notice and (ii) promptly, subpoenaand in any event within ten (10) days, orderafter any Responsible Officer of any ERISA Affiliate knows or has reason to know (A) that an ERISA Event has occurred or is reasonably expected to occur or (B) that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, noticea notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect to either of the foregoing, claim together with a copy of any notice filed with the PBGC or proceeding brought bythe IRS pertaining thereto. (e) (i) The termination of any Material Agreement or primary Specialty Pharmacy Agreement other than in accordance with its terms, including as a result of a breach or brought against, default; (ii) the Borrower receipt by Parent or any of its Subsidiaries, with respect Subsidiaries of any material notices of default under any Material Agreement or primary Specialty Pharmacy Agreement that could give rise to an early termination thereof (Aand a copy thereof); (iii) the entering into of any new Material Agreement or primary Specialty Pharmacy Agreement by Parent or any of its Subsidiaries (and a copy thereof); or (iv) any proceeding before material amendment to a Material Agreement or a primary Specialty Pharmacy Agreement (and a copy thereof). ny-2328495 (f) As, when and to the extent required therein, the reports and notices as required by the Security Documents. (g) Within thirty (30) days of the date thereof, or, if earlier, on the date of delivery of any Governmental Authority (other than proceedings financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors; provided that disclosure in the ordinary course notes to such financial statements, if any, shall be deemed to satisfy the requirements of business before this Section 8.02(g). (h) Notice of any applicable regulatory authority) labor controversy resulting in or (B) threatening to result in any real property under strike, work stoppage, boycott, shutdown or other material labor disruption against or involving Parent or any Environmental Law, in each case that would, individually or in the aggregate, of its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect. (i) Any licensing agreement or similar arrangement entered into by Parent or any of its Subsidiaries in connection with any infringement or alleged infringement of any Material Intellectual Property of another Person. (j) Concurrently with the delivery of a Compliance Certificate pursuant to Section 8.01(d), notice of the creation, development or other acquisition of any Intellectual Property by Parent or any of its Subsidiaries after the Closing Date and during such prior fiscal quarter or fiscal year, as the case may be, for which such financial statements were delivered, which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority. (k) Any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts (in each case, other than Excluded Accounts), by delivering to the Agent, a notice setting forth a complete and correct list of all such accounts as of the date of such change. (l) The acquisition by any Obligor or any of its Subsidiaries, in a single or series or related transactions, of any fee interest in any real property having a fair market value in excess of $1,500,000. (m) [reserved]. (n) The occurrence of any material product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued by an Obligor, any Subsidiary thereof or their respective suppliers whether or not at the request, demand or order of any Governmental Authority or otherwise with respect to any Product, or any basis for undertaking or issuing any such action or item; (o) The occurrence or existence of any event, circumstance, act or omission that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect or a Material Regulatory Event. Each notice delivered under this Section 8.02 (other than any notice delivered pursuant to Section 8.02(e)(iii) or (iv)) copies shall be accompanied by a statement of all reports on Form 8-K that a Responsible Officer of Parent and the Borrower setting forth summary details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.other Loan Document. ny-2328495

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish to the Borrower obtains Actual Knowledge Administrative Agent prompt written notice of the occurrence of any of the following, give written notice to following after any Responsible Officer of the Administrative AgentBorrower obtains knowledge thereof: (ia) the occurrence of any A Default or Event of Default Default, specifying the nature and extent thereof and the action (with a description of any action being taken or if any) which is proposed to be taken with respect thereto); (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted The filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that against or affecting any Loan Party or any Affiliate thereof that, as determined at the time of filing, would reasonably be expected to result in a Material Adverse Effect; (iiic) An ERISA Event that, alone or together with any material citationother ERISA Events that have occurred, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (ivd) copies of all reports on Form 8-K Any development that the Borrower or any results in a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; officer; (ve) Any change in the occurrence Parent’s chief executive officer or chief financial officer; (f) The discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; (g) Any material collective bargaining agreement or other union labor contract to which a Loan Party becomes a party, or the application for the certification of a Change collective bargaining agent; (h) The filing of any Lien (other than inchoate Liens) for unpaid Taxes in Controlexcess of $1,000,000 against any Loan Party; (i) [reserved]; and (vij) Any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. 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 each change the event or development requiring such notice and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The REIT Guarantor and the Borrower willwill furnish to the Administrative Agent (for distribution to each Lender) prompt (and, as soon as practicable and in any event within five (5) event, not later than three Business Days after a Responsible Officer of the REIT Guarantor or the Borrower obtains Actual Knowledge of any becomes aware thereof) written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or other proceeding has been filed dispute with, by or commenced related before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of any Loan Party, affecting the REIT Guarantor, the Borrower or any of the foregoingtheir respective Subsidiaries which, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought againstany other development by which the REIT Guarantor, the Borrower or any of its Subsidiaries, with respect to their respective Subsidiaries (A) fails to comply with any proceeding before Environmental Law or to obtain, maintain or comply with any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property approval required under any Environmental Law, (B) becomes subject to any Environmental Liability, (C) receives notice of any claim with respect to any Environmental Liability, or (D) becomes aware of any basis for any Environmental Liability, in each case that wouldwhich, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) copies promptly and in any event within 15 days after (A) any Responsible Officer of all reports on Form 8-K that the Borrower REIT Guarantor, the Borrower, any of their respective Subsidiaries or any Material Subsidiary files ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the REIT Guarantor describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the Securities PBGC or the IRS pertaining to such ERISA Event and Exchange Commission any notices received by the REIT Guarantor, the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any national securities exchangeother governmental agency with respect thereto, and (B) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the REIT Guarantor, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the REIT Guarantor, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the REIT Guarantor; (v) the occurrence of any default or event of default, or the receipt by the REIT Guarantor, the Borrower, or any of their respective Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the REIT Guarantor, the Borrower or any of their respective Subsidiaries; (vi) any material amendment or modification to any Material Agreement (together with a Change copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in Controlthe aggregate, could reasonably be expected to result in a reduction in revenue or Adjusted EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; and (vii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following: (i) promptly and in any event at least 30 days prior thereto, notice of any change (A) in any Loan Party’s legal name, (B) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (C) in any Loan Party’s identity or legal structure, (D) in any Loan Party’s federal taxpayer identification number or organizational number or (E) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the REIT Guarantor, the Borrower or any of their respective Subsidiaries after the Closing Date on any Property. (c) The REIT Guarantor and the Borrower will furnish to the Administrative Agent (for distribution to each Lender) the following promptly and in any event no later than three Business Days after any Responsible Officer of any of the Loan Parties has actual knowledge of: (i) any Loan Party or a Tenant with respect to a Borrowing Base Property or an owner, officer, manager, employee or Person with a “direct or indirect ownership interest” (as that phrase is defined in 42 C.F.R. §420.201) in a Loan Party or Tenant with respect to a Borrowing Base Property, (w) has had a civil monetary penalty assessed against him or her pursuant to 42 U.S.C. §1320a-7a or is the subject of a proceeding seeking to assess such penalty; (x) has been excluded from participation in a Federal Health Care Program (as that term is defined in 42 U.S.C. §1320a-7b) or is the subject of a proceeding seeking to assess such penalty; (y) has been convicted (as that term is defined in 42 C.F.R. §1001.2) of any of those offenses described in 42 U.S.C. §1320a-7b or 18 U.S.C. §§669, 1035, 1347, 1518 or is the subject of a proceeding seeking to assess such penalty; or (z) has been involved or named in a U.S. Attorney complaint made or any other action taken pursuant to the False Claims Act under 31 U.S.C. §§3729-3731 or in any qui tam action brought pursuant to 31 U.S.C. §3729 et seq., in each case, that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) any claim to recover any alleged overpayments (other than any such claim made against the REIT Guarantor, the Borrower or any of their respective Subsidiaries that relates to a period during which the REIT Guarantor, the Borrower or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $1,000,000; (iii) notice of any final and documented material reduction in the level of reimbursement expected to be received with respect to receivables of the REIT Guarantor, the Borrower or any of their respective Subsidiaries; (iv) any allegations of licensure violations or fraudulent acts or omissions involving the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property that could reasonably be expected to, in the aggregate, have a Material Adverse Effect; (v) the pending or threatened imposition of any fine or penalty by any Governmental Authority under any Health Care Law against the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property, that could reasonably be expected to have a Material Adverse Effect; (vi) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any Health Care Permit with respect to any Borrowing Base Property that could reasonably be expected to have a Material Adverse Effect; (vii) any non-routine and material inspection of any facility of the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property by any Governmental Authority; and (viii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the REIT Guarantor, the Borrower or any of their respective Subsidiaries, or, to the knowledge of any of the Responsible Officers of any of the Loan Parties, any Tenant with respect to a Borrowing Base Property has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of each change the event or development requiring such notice or other document and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. Parent and the Borrower shall furnish to the Agent written notice of each of the following within the time period specified therein (or, if no such time period is specified, on or within ten (10) days (or such longer or shorter period as may be expressly set forth below) after any Responsible Officer of Parent or the Borrower first learns of or acquires knowledge with respect to any of the below events or circumstances): (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default Default. (with a description b) The occurrence of any action being taken or proposed to be taken event with respect thereto);to any property or assets of Parent or any of its Subsidiaries resulting in a Loss, which notice shall include whether such loss is covered by insurance or if the insurance carrier has disclaimed coverage of such Loss, aggregating $1,000,000 (or the Equivalent Amount in other currencies) or more. (iic) Any Claim, action, suit, notice of violation, hearing, investigation or other proceedings pending, or to Parent knowledge, threatened (in writing) against or affecting Parent or any written notice of its Subsidiaries or with respect to the Borrower indicating that any material ownership, use, maintenance and operation of their respective businesses, operations or properties, whether made by a Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit Authority or other proceeding has been filed or commenced related to any of the foregoingPerson that, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would if adversely determined could reasonably be expected to result in a Material Adverse Effect;. (iiid) (i) On or prior to the date of any material citationfiling by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, summonsa copy of such notice and (ii) promptly, subpoenaand in any event within ten (10) days, orderafter any Responsible Officer of any ERISA Affiliate knows or has reason to know (A) that an ERISA Event has occurred or is reasonably expected to occur or (B) that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, noticea notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect to either of the foregoing, claim together with a copy of any notice filed with the PBGC or proceeding brought bythe IRS pertaining thereto. (i) The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or brought against, default; (ii) the Borrower receipt by Parent or any of its Subsidiaries, with respect Subsidiaries of any material notices of default under any Material Agreement that could give rise to an early termination thereof (Aand a copy thereof); (iii) the entering into of any new Material Agreement by Parent or any of its Subsidiaries (and a copy thereof); or (iv) any proceeding before material amendment to a Material Agreement (and a copy thereof). (f) As, when and to the extent required therein, the reports and notices as required by the Security Documents. (g) Within thirty (30) days of the date thereof, or, if earlier, on the date of delivery of any Governmental Authority (other than proceedings financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors; provided that disclosure in the ordinary course notes to such financial statements, if any, shall be deemed to satisfy the requirements of business before this Section 8.02(g). (h) Notice of any applicable regulatory authority) labor controversy resulting in or (B) threatening to result in any real property under strike, work stoppage, boycott, shutdown or other material labor disruption against or involving Parent or any Environmental Law, in each case that would, individually or in the aggregate, of its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect;. (ivi) Any licensing agreement or similar arrangement entered into by Parent or any of its Subsidiaries in connection with any infringement or alleged infringement of any Material Intellectual Property of another Person. (j) Concurrently with the delivery of a Compliance Certificate pursuant to Section 8.01(d), notice of the creation, development or other acquisition of any Intellectual Property by Parent or any of its Subsidiaries after the Closing Date and during such prior fiscal quarter or fiscal year, as the case may be, for which such financial statements were delivered, which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority. (k) Any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts (in each case, other than Excluded Accounts), by delivering to the Agent, a notice setting forth a complete and correct list of all such accounts as of the date of such change. (l) The acquisition by any Obligor or any of its Subsidiaries, in a single or series or related transactions, of any fee interest in any real property having a fair market value in excess of $500,000. (m) Concurrently with the delivery thereof to RTW, copies of all notices and other reports required to be delivered by the Borrower to RTW under the RTW Royalty Financing Agreement and, to the extent that the Additional RTW Royalty Financing Agreement has been executed by RTW and the Borrower pursuant to the terms of the Side Letter, the Additional RTW Royalty Financing Agreement. (n) The occurrence of any material product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued by an Obligor, any Subsidiary thereof or their respective suppliers whether or not at the request, demand or order of any Governmental Authority or otherwise with respect to any Product, or any basis for undertaking or issuing any such action or item. (o) The occurrence or existence of any event, circumstance, act or omission that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect or a Material Regulatory Event. Each notice delivered under this Section 8.02 (other than any notice delivered pursuant to Section 8.02(e)(iii) or (iv)) shall be accompanied by a statement of a Responsible Officer of Parent and the Borrower setting forth summary details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Documents required to be delivered pursuant to Section 8.01 and this Section 8.02 (i) (to the extent any such documents are included in materials otherwise filed with the Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on Form 8the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at any website address of the Borrower, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-K party website or whether sponsored by the Agent). The Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each of the Parent and the Borrower hereby acknowledges that the Agent or the Lenders may not wish to receive material non-public information with respect to the Parent, the Borrower or their Affiliates, or the respective securities of any Material Subsidiary files of the foregoing, and the Agent, the Lenders or their respective personnel may be engaged in investment and other market-related activities with respect to such Persons’ securities. Notwithstanding anything to the Securities contrary in this Agreement, the Parent and Exchange Commission the Borrower covenant and agree that, except for the information required pursuant to clauses (a) above, neither it, nor any Person acting on its behalf, will provide, or become obligated to provide, the Agent or any national securities exchange; (v) Lender or their respective representatives or agents with any other information that the occurrence of a Change in Control; and (vi) details of each change Parent or the Borrower reasonably believes constitutes material non-public information, unless prior thereto, such receiving Person shall have confirmed to the Senior Debt RatingParent or the Borrower, as applicable, in writing that it consents to receive such information. The Parent and the Borrower hereby acknowledge that each Lender is relying on the foregoing covenant in effecting transactions in securities of the Parent.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will furnish to the Administrative AgentAgent (for distribution to each Lender) written notice of the following promptly after a Responsible Officer having actual knowledge thereof: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) the filing, commencement or receipt of any written notice to of any Proceeding, inspection, audit or disclosure required by or before any arbitrator or Governmental Authority against or affecting the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder Subsidiary that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies [reserved]; (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (f) the receipt of all reports on Form 8-K that any written correspondence (i) to the FDA (or analogous foreign, state or local Governmental Authority) from the Borrower or any Material Subsidiary files with or (ii) to the Securities and Exchange Commission Borrower or any national securities exchange; Subsidiary from the FDA (vor analogous foreign, state or local Governmental Authority) (including any so called “warning letter”, “untitled letter”, It Has Come to Our Attention letter, FDA Form 483 or similar notification), in each case, that contains information or data that, in the occurrence reasonable judgment of the Borrower, has resulted or is reasonably expected to result in a Change in Controlsignificant adverse change to the labeling (package insert) for any drug, biologic or device offered for commercial sale by the Borrower or any of its Subsidiaries at the time of such correspondence; and (vig) the receipt of any so called “warning letter”, “untitled letter”, It Has Come to Our Attention letter, FDA Form 483 or similar notification, in each case, from the FDA (or analogous foreign, state or local Governmental Authority) that identifies any material manufacturing deficiencies (whether by any Loan Party or any Subsidiary and/or by any such Loan Party’s or such Subsidiary’s suppliers, contract manufacturers, and/or third-party manufacturers) with respect to any drug, biologic or device offered for commercial sale by the Borrower or any of its Subsidiaries. Each notice delivered under this Section 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Sarepta Therapeutics, Inc. Credit Agreement dated as of February 13, 2025” and (iii) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Notwithstanding anything to the Senior Debt Ratingcontrary in this Section 5.02, none of the Borrower or any Subsidiary will be required to disclose any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by law, rule, regulation or any agreement binding on any Loan Party or any Subsidiary or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish to the Borrower obtains Actual Knowledge of any Lender prompt written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (ii) the filing or commencement of any written notice to the Borrower indicating that any material Governmental Approval will not be granted judicial action or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed by or commenced related to before any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review arbitrator or market power filing before by any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting the Borrower, the Company or any Affiliate or Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iii) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought bycould reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $250,000; and (iv) any other development that results in, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;. Each notice delivered under this Section shall be accompanied by a certificate 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. (ivb) copies The Borrower shall deliver to the Lender written notice of all reports on Form 8-K that each of the following not less than ten (10) Business Days prior to the occurrence thereof- (i) a sale, transfer or other disposition of assets, in a single transaction or series of related transactions, for consideration in excess of an amount equal to 10% of the Total Value, (ii) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of 10% of the Total Value, and (iii) the grant of a Lien with respect to assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of 10% of the Total Value. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Lender a certificate of the Borrower and its Chief Financial Officer certifying that Borrower is in compliance with this Agreement and the other Loan Documents both on a historical basis and on a pro forma basis, exclusive of the property sold, transferred and/or encumbered and inclusive of the property to be acquired or any Material Subsidiary files the indebtedness to be incurred, together with calculations, in the form of Schedule B to Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article VI hereof. To the extent such proposed transaction, after giving effect to the prepayment required to be made pursuant to Section 2.09(c), would result in a failure to comply with the Securities and Exchange Commission or any national securities exchange; (v) financial covenants set forth herein, the occurrence Borrower shall prepay outstanding Loans in such amount, as determined by the Lender, as may be required to reduce the Obligations so that 47 the Borrower will be in compliance with the covenants set forth herein upon the consummation of a Change in Control; and (vi) details of each change to the Senior Debt Ratingcontemplated transaction.

Notices of Material Events. (a) The Borrower willwill provide, as soon as practicable or cause to be provided, to the Administrative Agent prompt written notice upon, and in any event within five (5) four Business Days after the Borrower obtains Actual Knowledge of following, any of the following, give written notice to the Administrative AgentParent and its Subsidiaries having knowledge of: (ia) the occurrence of any Default or any Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting any of the foregoingParent and its Subsidiaries that, if adversely determined after the application of reserves established in each case other than any rate proceedingaccordance with GAAP or insurance proceeds reasonably expected in connection therewith, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iiic) any material citation, summons, subpoena, order, notice, claim receipt of notice from the Securities and Exchange Commission (or proceeding brought by, similar or brought against, comparable body) concerning the Borrower investigation or any possible investigation regarding financial performance or results from operations of the Parent and its Subsidiaries; (d) the occurrence of any ERISA Event that, alone or together with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental LawERISA Events that have occurred, in each case that would, individually or in the aggregate, would reasonably be expected to result in a liability any of the Parent and its Subsidiaries or ERISA Affiliates in an aggregate amount exceeding $1,000,000; (e) any material casualty or other damage to any material portion of the Collateral (it being acknowledged and agreed that any such casualty or damage with respect to which the cost of repair, replacement or restoration exceeds or is reasonably expected to exceed $1,000,000 shall be deemed material for the purposes hereof) or the commencement of any action or proceeding for the taking of any portion of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding; (f) any material amendment or termination of any Material Contract to which any of the Parent and its Subsidiaries is a party or any breach of, or noncompliance by any of the Parent and its Subsidiaries with, its obligations thereunder, in each case that results in, or would reasonably be expected to result in, a Material Adverse Effect, or any receipt of any written notification with respect to any alleged breach of, or noncompliance by any of the Parent and its Subsidiaries with, its obligations under any agreement that results in, or would reasonably be expected to result in, a Material Adverse Effect; (ivg) copies of all reports on Form 8-K any other event, condition, development or circumstance that the Borrower results in, or any would reasonably be expected to result in, a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (vh) the occurrence of a Change in Controlany amendment or modification of, or supplement to, any Organizational Document, together with true and complete copies thereof; and (vii) each notice delivered under this Section 7.2 shall be accompanied by a Financial Officer Certification 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 Sections 7.1(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each change Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Senior Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by facsimile transmission or other electronic mail transmission) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt RatingDomain, IntraLinks, SyndTrak or another similar Platform (as referenced and defined in Section 11.1(d)) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.15); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof and the Lead Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to ▇▇▇▇ the Borrower Materials “PUBLIC”.

Notices of Material Events. The Company will furnish to the Administrative Agent (afor distribution to the Lenders) The Borrower willwritten notice promptly upon any Financial Officer, as soon as practicable and in or other officer or employee responsible for compliance with the Loan Documents, of the Company or any event within five (5) Business Days after the Borrower obtains Actual Knowledge Subsidiary becoming aware of any of the following, give written notice to the Administrative Agent: (a) (i) the occurrence of any Default Default, (ii) any event or Event circumstance which constitutes or which with the passage of Default time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any Restricted Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect, (iii) any event or circumstance which constitutes or which with the passage of time or giving of notice or both would constitute a default, event of default or termination event under the Exchange Documents, together with a description copy of any action being taken written notice sent or proposed to be taken received by the Company or any of its Subsidiaries in connection therewith, (iv) any termination or threatened termination or any alleged breach of the Exchange TSA, together with respect theretoa copy of any written notice sent or received by the Company or any of its Subsidiaries in connection therewith, or (v) the occurrence of a UK Proceeding Trigger Event (as defined in the Exchange TSA); (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or involving the Company or any Restricted Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Company to any of the foregoingAdministrative Agent and the Lenders, that in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (iiic) any and all notices that a material citation, summons, subpoena, order, notice, claim default has occurred and is continuing received under or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to any leased location or public warehouse where Collateral having an aggregate value in excess of $2,000,000 is located (Awhich shall be delivered within ten (10) any proceeding before any Governmental Authority Business Days after receipt thereof); (other than proceedings in d) the ordinary course occurrence of business before any applicable regulatory authority) an ERISA Event or (B) any real property under any Environmental LawForeign Pension Plan Event that has resulted, in each case that would, individually or in the aggregate, would reasonably be expected to result result, in a Material Adverse Effect; (ive) copies any change in the fiscal year of all reports on Form 8-K that the Borrower Company or any Material Subsidiary files with the Securities and Exchange Commission its method of determining fiscal quarters or any national securities exchangefiscal months; (vf) the occurrence of any other development that has resulted, or would reasonably be expected to result, in a Change in ControlMaterial Adverse Effect; andor (vig) details of each any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the Senior Debt Ratinglist of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the 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. The Borrower will furnish the following to the Administrative Agent and each Lender: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give prompt written notice to the Administrative Agent: (i) of the occurrence of any Default or Event of Default (with a description of Default, specifying the nature thereof and any action being taken or proposed to be taken with respect thereto); (iib) any written notice to promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the Borrower indicating that or any material Governmental Approval will not of its Subsidiaries may be granted required to file with or renewed deliver to any securities exchange or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedthe SEC, or any actionother Governmental Authority succeeding to the functions thereof, suit and (ii) upon the written request of the Administrative Agent, reports that the Borrower or other proceeding has been filed or commenced related to any of its Subsidiaries sends to or files with the foregoingFederal Energy Regulatory Commission, in each case other than any rate proceedingthe WPS, fuel adjustment clause audit, earnings review the MPUC or market power filing before any Governmental Authority unless and until such succeeding to the functions thereof, or any similar state or local Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse EffectAuthority; (iiic) prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding brought received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (Ax) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) the WPS or the MPUC), or (By) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in each case the ordinary course of business), provided that any of the foregoing set forth in this paragraph would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (ivd) copies prompt written notice of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or change by any national securities exchange; (v) the occurrence of Rating Agency in a Change in ControlSenior Debt Rating; and (vie) details of each any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the Senior Debt Ratinglist of beneficial owners identified in such certification. Each notice delivered under Section 6.2(a) or (c) 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. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Notices of Material Events. (a) The Borrower will, as soon as practicable Each Loan Party will furnish or caused to be furnished to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default, specifying the nature and extent thereof; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedcommencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review whether at law or market power filing in equity or by or before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder Authority, against, or affecting, any Loan Party or any of its Subsidiaries that would could reasonably be expected to result in a Material Adverse Effect; (iiic) if requested by Administrative Agent from time to time, copies of any annual report required to be filed in connection with each Pension Plan, and as soon as possible after, and in any event within ten days after any Loan Party or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of any Loan Party or any ERISA Affiliate in an aggregate amount exceeding the Threshold Amount; (d) any material citationbreach or non-performance of, or any default under, a contractual obligation of any Loan Party or any Subsidiary thereof (including, without limitation, any failure by any Loan Party to pay rent at any leased Real Property of such Loan Party); (e) promptly after receipt thereof, copies of all material notices received under or pursuant to the Second Lien Credit Documents; (f) a copy of any notice, summons, subpoenacitation or other written communication concerning any actual, orderalleged, notice, claim suspected or proceeding brought threatened violation of any Environmental Law by, Environmental Claim against or brought againstEnvironmental Liability of, the Borrower any Loan Party or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that wouldcase, individually or in the aggregate, which could reasonably be expected to result in have a Material Adverse Effect; (ivg) promptly after the same become publicly available, copies of all reports on Form 8-K that the Borrower periodic and other reports, proxy statements and other materials filed by any Loan Party or any Material Subsidiary files of its Subsidiaries with the Securities and Exchange Commission Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange; (vh) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2; (i) promptly after any Loan Party or any of its Subsidiaries (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934; (j) in the event that any Person shall become, or cease to be, a Subsidiary or a Guarantor, the Borrower Agent shall promptly furnish to the Administrative Agent an updated list of Subsidiaries or Guarantors, as the case may be; (k) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, except to the extent required by GAAP; (l) the occurrence of any other development that has resulted in, or could reasonably be expected to result in, a Change in ControlMaterial Adverse Effect; and (vim) details of each any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the Senior Debt Ratinglist of beneficial owners identified therein. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer of the Borrower Agent or other executive officer of the Borrower Agent 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. The Borrower shall furnish to the Administrative Agent for distribution to each Lender written notice of the following: (a) The Borrower willpromptly, as soon as practicable and in any event within five three (53) Business Days days after any Responsible Officer of the Borrower or any other Loan Party obtains Actual Knowledge of any of the followingknowledge thereof, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) promptly, and in any written notice to event within three (3) days after any Responsible Officer of the Borrower indicating that or any material Governmental Approval will not be granted other Loan Party obtains knowledge thereof, the filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or affecting any Loan Party or any Subsidiary of the foregoingBorrower that, in each case other than any rate proceedingif adversely determined, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, promptly upon a Responsible Officer of the Borrower or any Loan Party obtaining knowledge thereof, the occurrence of its Subsidiariesany ERISA Event (or the maintenance, commencement or, to the knowledge of the Borrower, threat of any claim, action, suit, audit or investigation with respect to (A) any proceeding before any Governmental Authority (Plan other than proceedings in routine claims for benefits) that, alone or together with any other ERISA Events that have occurred (and any such claims, actions, suits, audits or investigations with respect to any Plan that are being maintained or have commenced or, to the ordinary course knowledge of business before any applicable regulatory authority) or (B) any real property under any Environmental Lawthe Borrower, in each case that wouldhave been threatened), individually or in the aggregate, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,000,000; (d) promptly upon any Responsible Officer of the Borrower or any other Loan Party obtaining knowledge thereof, any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary of the Borrower; (e) promptly upon any Responsible Officer of the Borrower or any Loan Party obtaining knowledge thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect;, including, without limitation, (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary of the Borrower and (ii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary of the Borrower, including pursuant to any applicable Environmental Laws; and (ivf) copies promptly, and in any event, within three (3) days after any Responsible Officer of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) other Loan Party obtains knowledge thereof, the occurrence of any of the actions or events set forth in clauses (h), (i) or (j) of Section 7.1 with respect any Subsidiary of a Change in Control; and (vi) Loan Party. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default Default; (b) the filing or Event of Default (with a description commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Subsidiaries that, if adversely determined, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (d) 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 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, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; (e) immediately, notice of actual (or threatened action being that could reasonably be expected to lead to the) suspension, termination or revocation of any License of any Insurance Company that is a Material Subsidiary by any Governmental Authority (including any Applicable Insurance Regulatory Authority), including any notice by any Governmental Authority of the commencement of any proceeding, hearing or administrative action to suspend, terminate or revoke any such License as a result of the failure by any such Insurance Company to take or refrain from taking, any action which could reasonably be expected to materially adversely affect the authority of such Insurance Company to conduct its business after notice thereof by such Governmental Authority (including any such Applicable Insurance Regulatory Authority); (f) promptly after the Borrower knows or has reason to believe that any insurance, banking or other regulator having jurisdiction over the Borrower or any of its Material Subsidiaries has commenced any proceeding, issued any order, given notice of a formal hearing, sought relief from any court or taken any similar action with respect to the Borrower or any such Subsidiary that seeks to, or would, result in the revocation of any license or authorization of the Borrower or any such Subsidiary or materially restrict the ability of the Borrower or any such Subsidiary to do business in any jurisdiction, a notice describing in reasonable detail such proceeding, order, hearing or similar action; (g) any announcement by S&P or ▇▇▇▇▇’▇ of any change in the Debt Rating established or deemed established by such rating agency; (h) receipt by the Borrower or any of its Material Subsidiaries of written notice from any Applicable Bank Regulatory Authority, any Applicable Insurance Regulatory Authority or any other Governmental Authority requiring that the Borrower or any of its Material Subsidiaries make a capital contribution to any Subsidiary in an aggregate amount exceeding $300,000,000; and (i) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower will, as soon as practicable Borrowers will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent:: 108 (ia) the occurrence of any Default Default; (b) receipt of any notice of any governmental investigation or Event any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of Default $5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000, or (vii) involves any product recall; (c) incurrence of any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any leased location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) all material amendments to the agreements and contracts listed on Schedule 3.12, together with a description copy of each such amendment; (g) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within two Business Days); (h) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $1,000,000; and (i) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other Responsible Officer of each of the Borrower Representatives setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. The Parent Guarantor shall and, to the extent applicable, shall cause each of its Subsidiaries to furnish to the Administrative Agent and each Lender a written notice (aprepared in reasonable detail) The Borrower will, as soon as practicable and of the existence or occurrence of any of the events described in any event this Section 8.02 within five (5) Business Days after the Borrower obtains Actual Knowledge of any a Responsible Officer of the followingParent Guarantor first obtains knowledge of such existence or occurrence; provided, give written notice that for so long as the Parent Guarantor is subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act, neither the Parent Guarantor nor any other Person acting on its behalf will provide, or be obligated to provide, to the Administrative Agent:Agent or any Lender or their respective representatives or agents any information, other than the information described in clause (a) below, that the Parent Guarantor reasonably believes constitutes material non-public information, unless prior thereto such receiving Person shall have confirmed to the Borrower in writing that it consents to receive such information; provided, further, that the Parent Guarantor acknowledges and confirms that each Secured Party shall be relying on the foregoing covenant in effecting transactions involving securities of the Parent Guarantor. (a) The occurrence of any Event of Default. (b) The occurrence of any event with respect to any property or assets of the Parent Guarantor or any of its Subsidiaries resulting in a Loss aggregating $1,000,000 (or the Equivalent Amount in other currencies) or more. (c) Any Claim, action, suit, notice of violation, hearing, investigation or other proceedings pending, or to any Obligor’s knowledge, threatened against or affecting any Obligor or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties (including in respect of environmental matters), whether made by a Governmental Authority or other Person that, if adversely determined, which could reasonably be expected to result in a Loss of $1,000,000 or more. (d) (i) On or prior to the date of any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten (10) days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan a notice in writing describing such waiver request in reasonable detail and including any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice, if any, filed with the PBGC or the IRS pertaining thereto. (i) The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or default, (ii) the entering into of any new Material Agreement by any Obligor or any of its Subsidiaries (and a copy thereof) or (iii) any material amendment to a Material Agreement (and a copy thereof). (f) Any reports and notices required to be delivered pursuant to the Security Documents. (g) Notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving any Obligor or any of its Subsidiaries. (h) Any licensing agreement or similar arrangement entered into by any Obligor or any of its Subsidiaries in connection with any infringement or alleged infringement by the Parent Guarantor or any of its Subsidiaries of any Intellectual Property of another Person. (i) Notice of the filing or other acquisition of any registrations or applications for Material Intellectual Property by any Obligor or any of its Subsidiary after the date hereof; provided that, with respect to any such Material Intellectual Property filed or acquired in any fiscal quarter, notice thereof pursuant to this Section 8.02(i) shall not be made later than (and shall be permitted to made at the same frequency as) the delivery of financial statements for such fiscal quarter required pursuant to Section 8.01(a). (j) Any change to any Obligor’s or any of its Subsidiaries’ ownership of any Obligor Accounts, by delivering to the Administrative Agent a prompt notice setting forth a complete and correct list of all changes to such accounts. (k) The occurrence or existence of any event, circumstance, act or omission that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect or a Material Regulatory Event. (l) The occurrence of any Default Claim related to any Product or Event inventory involving more than $500,000, written notice thereof from a Responsible Officer of Default (with the such Obligor which notice shall include a description statement setting forth details of such Claim. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer of the Parent Guarantor setting forth the details of the event or occurrence requiring such notice and any action being taken or proposed to be taken with respect theretothereto (if applicable); (ii) . Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any written notice action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Notwithstanding anything to the Borrower indicating contrary set forth above in this Section 8.02, information required to be delivered pursuant to this Section 8.02 shall be deemed to have been delivered on the date the Parent Guarantor notifies the Administrative Agent and Lenders that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding such information has been filed or commenced related made publicly available on the SEC’s E▇▇▇▇ system website and provides the Administrative Agent and the Lenders with a link to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Ratingdisclosed information.

Notices of Material Events. The Company will furnish to the Administrative Agent (afor distribution to each Lender) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any written notice of the following, give written notice to promptly after a Responsible Officer of the Administrative AgentCompany obtains actual knowledge thereof: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting the Company or any Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) any material citationloss, summons, subpoena, order, notice, claim or proceeding brought bydamage, or brought againstdestruction to the Collateral in the amount of $7,500,000 or more, the Borrower whether or not covered by insurance; (d) any of its Subsidiaries, and all default notices received under or with respect to any leased location or public warehouse where Inventory constituting Collateral with a value in excess of $2,500,000 is located; (Ae) all amendments to theany Term LoanLoans/Notes Agreement, together with a copy of each such amendment; (f) the occurrence of any proceeding before ERISA Event that, alone or together with any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental LawERISA Events that have occurred, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vig) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer or other executive officer of the Borrower Representative setting forth the details of each change 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), (e), (f) and (g) of this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly, current or other reports containing such information, is (i) filed for public availability on the Senior Debt RatingSEC’s Electronic Data Gathering and Retrieval System, (ii) posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or at another website identified in a notice from the Company and accessible by the Lenders without charge; or (iii) posted on the Company’s behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Notices of Material Events. (a) The Borrower will, as soon as practicable will -------------------------- furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, any other development by which the Borrower or any of its SubsidiariesSubsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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 case that wouldof the preceding clauses (i) through (iv), which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies the occurrence of all reports on Form 8-K any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) any change in the fiscal year of the Borrower or any Material Subsidiary, except to change the fiscal year of a Subsidiary files with to conform its fiscal year to that of the Securities and Exchange Commission or any national securities exchangeBorrower; (vf) the occurrence of each of the following: (i) any request for a Change material amendment, modification or waiver of any of the terms contained in Controlany Major Distribution Agreement which, if granted, would result in, or could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a copy (if available) or summary of the terms of the proposed amendment, modification or waiver; (ii) written notice from the manufacturer or supplier under any Major Distribution Agreement of any default or event of default, or the assertion by any party thereto of the occurrence of a default or event of default, under any such Major Distribution Agreement that results in, or could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a copy of any summary of the circumstances relating thereto, and an explanation of what action, if any, the applicable Loan Party intends to take with respect thereto; and (viiii) the assertion by any Person, whether in a proceeding before a Governmental Authority or otherwise, that any Major Distribution Agreement is void, invalid, unenforceable or subject to rejection, avoidance, rescission or reformation in any material respect which, if successful, would result in, could reasonably be expected to result in, a Material Adverse Effect, which notice shall be accompanied by a summary of the circumstances relating to such assertion together, if applicable, with copies of any pleadings or other submissions made to any Governmental Authority relating to such assertion; and (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be ----------- accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after will furnish to the Borrower obtains Actual Knowledge of any Administrative Agent prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iii) any written notice to the Borrower indicating that filing or commencement of, or any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminateddevelopment in, revoked or suspended, or 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 Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect and (ii) to the extent clause (i) above does not apply, promptly, and in any event no later than thirty days following receipt thereof, copies of all material written communications amending, modifying or affecting any material Governmental Approval then required to be in effect in a manner that could have a Material Adverse Effect; (c) the occurrence of any event or any other proceeding has been filed development by which the Borrower or commenced related 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 foregoingpreceding clauses, which individually or in each case other than any rate proceedingthe aggregate, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiid) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, since the Closing Date, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Designated Threshold; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, in respect of (a) any material citationIndebtedness under the Senior Note Documents, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, unless irrevocable notice of repayment has been sent to the holders of the Senior Notes and (ii) any other Indebtedness of the Borrower or any of its Subsidiaries, with respect to Subsidiaries in excess of the Designated Threshold; (Af) the occurrence of any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property material default under any Environmental Law, in each case that would, individually Service Agreement with a Shipper or in any action or inaction by itself or any Shipper which but for the aggregate, lapse of time or the giving of notice or both would become a material default under its Service Agreement which could reasonably be expected to result in a Material Adverse Effect, accompanied by a written statement of a Responsible Officer which sets forth, so far as is known to such officer, the relevant details of such default, action or inaction and any action the Borrower or the Shipper has taken or proposes to take with respect thereto; (ivg) copies the occurrence of all reports on Form 8-K that any material default under the Joint Facilities Operating Agreement or any action or inaction by itself or any counterparty thereto which but for the lapse of time or the giving of notice or both would become a material default under the Joint Facilities Operating Agreement which could reasonably be expected to result in a Material Adverse Effect, accompanied by a written statement of a Responsible Officer which sets forth, so far as is known to such officer, the relevant details of such default, action or inaction and any action the Borrower or any Material Subsidiary files counterparty thereto has taken or proposes to take with the Securities and Exchange Commission or any national securities exchangerespect thereto; (vh) to the occurrence extent clause (f) or (g) above does not apply, any material dispute between the Borrower or any Subsidiary and any other Person party to a Project Agreement which could reasonably be expected to result in a Material Adverse Effect, accompanied by a written statement of a Change Responsible Officer which sets forth, so far as is known to such officer, the relevant details of such dispute and any action the Borrower or such Subsidiary or such other Person has taken or proposes to take with respect thereto; (i) to the extent clause (f), (g) or (h) above or Section 5.15 does not apply, promptly, and in Controlany event no later than thirty days following receipt thereof, copies of all written notices of default received by the Borrower or a Subsidiary under any Project Agreement or the PXP Precedent Agreement; and (vij) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. The Borrower will furnish the following to the Administrative Agent and each Lender: (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give prompt written notice to the Administrative Agent: (i) of the occurrence of any Default or Event of Default (with a description of Default, specifying the nature thereof and any action being taken or proposed to be taken with respect thereto); (iib) any written notice to promptly upon becoming available, copies of all (i) regular, periodic or special reports, schedules and other material which the Borrower indicating that or any material Governmental Approval will not of its Subsidiaries may be granted required to file with or renewed deliver to any securities exchange or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspendedthe SEC, or any actionother Governmental Authority succeeding to the functions thereof, suit and (ii) upon the written request of the Administrative Agent, reports that the Borrower or other proceeding has been filed or commenced related to any of its Subsidiaries sends to or files with the foregoingFederal Energy Regulatory Commission, in each case other than any rate proceedingthe WPS, fuel adjustment clause audit, earnings review the MPUC or market power filing before any Governmental Authority unless and until such succeeding to the functions thereof, or any similar state or local Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse EffectAuthority; (iiic) prompt written notice of (i) any material citation, summons, subpoena, order, notice, claim or proceeding brought received by, or brought against, the Borrower or any of its Subsidiaries, with respect to (Ax) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) the WPS or the MPUC), or (By) any real property under any Environmental Law, and (ii) any lapse or other termination of, or refusal to renew or extend, any material franchise or other authorization issued to the Borrower or any of its Subsidiaries by any Governmental Authority (other than in each case the ordinary course of business), provided that any of the foregoing set forth in this paragraph would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; (ivd) copies prompt written notice of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or change by any national securities exchange; (v) the occurrence of Rating Agency in a Change in ControlSenior Debt Rating; and (vie) details of each any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the Senior Debt Ratinglist of beneficial owners identified in such certification. Each notice delivered under Section 6.2(a) or (c) 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. Documents required to be delivered pursuant to Section 6.1(a) or (b) or Section 6.2(b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), provided that: the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender 744315352 11074672 50 ALLETE CREDIT AGREEMENT and the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Notices of Material Events. Borrower will furnish or caused to be furnished to Lender prompt written notice of the following: (a) The the occurrence of any Default, specifying the nature and extent thereof; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against, or affecting, Borrower willthat could reasonably be expected to result in equitable relief or monetary judgment(s), individually or in the aggregate, in excess of $3,000,000; (c) copies of any annual report required to be filed in connection with each Pension Plan if requested by ▇▇▇▇▇▇ from time to time, and as soon as practicable possible after, and in any event within 10 days after Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of Borrower or any ERISA Affiliate in an aggregate amount exceeding $3,000,000; (d) as soon as possible and in no event later than five (5) Business Days after the Borrower obtains Actual Knowledge receipt by ▇▇▇▇▇▇▇▇ of a copy of any notice, summons, citation or other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law by, Environmental Claim against or Environmental Liability of, ▇▇▇▇▇▇▇▇; (e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to Lender pursuant to Section 6.1 (including, for the avoidance of doubt, any Private Rating Rationale Report furnished to each holder of the following, give written notice to Notes under (and as such term is defined in) the Administrative Agent:Note Purchase Agreement); (if) promptly after the furnishing or receipt thereof, copies of each material notice or other material correspondence furnished to or received from any Governmental Authority (including, without limitation, the New York Public Service Commission or Pennsylvania Public Utility Commission); (g) promptly after the furnishing or receipt thereof, copies of each Debt Rating letter or other material correspondence furnished to or received from any rating organization; (h) the occurrence of any Default other development that has resulted in, or Event could reasonably be expected to result in, a Material Adverse Effect; and (i) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of Default (with beneficial owners identified therein. Each notice delivered under this Section shall be accompanied by a description statement of a Responsible Officer of Borrower or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower Borrowers will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice will cause each other Loan Party to furnish to the Administrative Agent, the Issuing Banks, the Acceptance Lenders, the Collateral Agent, and each Lender prompt written (except as provided in clause (e) below) notice of the following: (ia) the occurrence of any Default or Event of Default Default, specifying the nature and extent thereof and the action (with a description of any action being taken or if any) which is proposed to be taken with respect thereto);; ​ ​ (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any arbitrator or Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would against or affecting any Loan Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ivd) copies of all reports on Form 8-K any other development that the Borrower results in, or any could reasonably be expected to result in, a Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeAdverse Effect; (ve) telephonic notice of any change of the chief executive officer or chief financial officer of the Lead Borrower; (f) any pending or threatened (in writing) strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party which could reasonably be expected to have, or has resulted in, a Material Adverse Effect; (g) the occurrence filing of a Change any Lien for unpaid taxes in Controlexcess of $5,000,000 against any Loan Party; (h) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding; (i) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; and (vij) any material adverse change in the business, operations, or financial affairs of the Loan Parties taken as a whole. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower setting forth the details of each change the event or development requiring such notice and, if applicable, any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practices) prompt written notice of the following (and in any event within no later than five (5) Business Days after the Borrower obtains Actual Knowledge of any Responsible Officer’s knowledge of the following, give written notice to the Administrative Agent:occurrence thereof): (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) the filing or commencement of any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminatedlitigation, revoked or suspendedinvestigation, or any action, suit or other proceeding has been filed by or commenced related to before any arbitrator or Governmental Authority against or involving the Borrower, any of the foregoingits Subsidiaries or any Affiliate thereof or any of their respective properties, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review assets or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder business that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citationERISA Event that, summonsalone or together with any other ERISA Events that have occurred, subpoena, order, notice, claim or proceeding brought by, or brought against, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5.0 million; (d) the occurrence and nature of any Prohibited Transaction or any of its Subsidiaries, funding deficiency with respect to (A) any proceeding before Plan, or a transaction that Borrower reasonably knows the IRS or Department of Labor or any other Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Lawis reviewing to determine whether a Prohibited Transaction might have occurred, in each case case, that would, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (ive) any Loan Party’s intention to terminate or withdraw from any Plan; (f) the aggregate present value of accrued benefit liabilities (whether or not vested) under all Foreign Pension Plans, determined as of the end of the Borrower’s most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current aggregate value of the assets of such Foreign Pension Plans allocable to such benefit liabilities by more than $5,000,000; (g) any notice of any violation received by any Loan Party or any Subsidiary thereof from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (h) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Loan Party or any Subsidiary thereof in each case that could reasonably be expected to result in a Material Adverse Effect; (i) any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all reports on Form 8-K that the Borrower agreements evidencing such Swap Agreement or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchangeamendment; (vj) any material notice provided to the occurrence holders of any Material Indebtedness along with a Change in Controlcopy of such notice; and (vik) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 (other than clause (h) above) shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default Default; (ii) the filing or Event of Default (with a description commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower, any other Loan Party or any other Affiliate of the Borrower that, if adversely determined, could reasonably be expected to result to a Material Adverse Effect; (iii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $250,000; (iv) the receipt of any notice or the occurrence of any event that could reasonably be expected to result in an Environmental Liability of the Borrower and its Subsidiaries in an aggregate amount exceeding the greater of (A) $1,000,000 and (B) one percent (1%) of the Total Value; and (v) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Borrower shall deliver to the Administrative Agent and the Lenders written notice of each of the following events affecting the Borrower, any other Loan Party or any other Subsidiary not less than five (5) Business Days prior to the occurrence thereof: (i) [reserved], (ii) a sale, transfer or other disposition of assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iii) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of $50,000,000, (iv) [reserved], and (v) the grant of a Lien with respect to assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of $50,000,000. In addition, simultaneously with delivery of any such notice, the Borrower shall deliver to the Administrative Agent and the Lenders a certificate of a Financial Officer of the Borrower certifying that the Borrower is in compliance with this Agreement and the other Loan Documents both on a historical basis and on a pro forma basis, exclusive of the property sold, transferred or encumbered and inclusive of the property to be acquired or the indebtedness to be incurred. To the extent such proposed transaction would result in a failure to comply with the financial covenants set forth herein, proceeds of such transaction (together with such additional amounts as may be required), in an amount, as determined by the Administrative Agent, equal to that which would be required to reduce the Obligations so that Borrower will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction, shall be paid by the Borrower and applied to prepay the Obligations. Each notice delivered under this Section 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 being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.

Notices of Material Events. (a) The Borrower willBorrowers will furnish to each Agent prompt written notice, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge upon a Responsible Officer’s obtaining actual knowledge, of any of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrowers, in each case other than affecting the Borrowers or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim event or proceeding brought by, or brought against, any other development by which the Borrower Borrowers or any of its Subsidiariestheir Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with respect to (A) any proceeding before any Governmental Authority (permit, license or other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property 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 case that wouldof the preceding clauses, which individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (vd) 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 liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $100,000; (e) the occurrence of any default or event of default, or the receipt by Borrowers or any of their Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of the Borrowers or any of their Subsidiaries; (f) the entering into by a Change Borrower of any Exchange Agreement and the material terms of such agreement; (g) any material transaction with an Affiliate of a Borrower, whether or not in Controlthe Ordinary Course of Business; (h) any material claim made or asserted by a Borrower against the Seller or by the Seller against a Borrower in connection with the Acquisition; (i) the receipt by the Borrowers or any of their Subsidiaries of any notice of material non-compliance with or violation of any applicable federal, state or local law, statute or regulation governing the sale, storage or transportation of oil or any such agreement; and (vij) any material non-compliance, unreasonable delay or other default of which written notice was issued or received by a Borrower under a Qualified Marketing Document or the termination of any Qualified Marketing Document; (k) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.10 shall be accompanied by a written statement of a Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable will furnish to the Administrative Agent and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any each Lender prompt written notice of the following, give written notice to the Administrative Agent: (ia) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto)Default; (iib) any written notice to the Borrower indicating that any material Governmental Approval will not be granted filing or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or commencement of any action, suit or other proceeding has been filed by or commenced related before any arbitrator or Governmental Authority against or, to any the knowledge of the foregoingBorrower, in each case other than affecting the Borrower or any rate proceedingSubsidiary which, fuel adjustment clause auditif adversely determined, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would could reasonably be expected to result in a Material Adverse Effect; (iiic) the occurrence of any material citation, summons, subpoena, order, notice, claim or proceeding brought byERISA Event that alone, or brought againsttogether with any other ERISA Events that have occurred, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, could reasonably be expected to result in liability of the Borrower or its Subsidiaries in an aggregate amount exceeding $750,000; (d) any investigation of the Parent or any of its Subsidiaries (including the Borrower) by any Governmental Agency having regulatory authority over the Parent or any such Subsidiary (other than examinations of the Parent and/or any such Subsidiary); (e) the issuance of any cease and desist order or the receipt of any oral notification that a cease and desist order will be forthcoming, written agreement, cancellation of insurance or other public or enforcement action by the FDIC or other Governmental Authority having regulatory authority over the Parent or any of its Subsidiaries (including the Borrower); (f) the issuance of any informal enforcement action, including, without limitation, a memorandum of understanding, or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the Parent or any of its Subsidiaries (including the Borrower), to the extent that such Person is permitted to disclose such information (provided that the Borrower shall, and shall cause any such Person to, take all reasonable efforts to obtain any necessary regulatory consents); and (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence . Each notice delivered under this Section shall be accompanied by a written statement of a Change in Control; and (vi) Responsible Officer setting forth the details of each change the event or development requiring such notice and any action taken or proposed to the Senior Debt Ratingbe taken with respect thereto.

Notices of Material Events. (a) The Borrower will, as soon as practicable and in any event within five (5) Business Days after the Borrower obtains Actual Knowledge of any of the following, give written notice to the Administrative Agent: (i) the occurrence of any Default or Event of Default (with a description of any action being taken or proposed to be taken with respect thereto); (ii) any written notice to the Borrower indicating that any material Governmental Approval will not be granted or renewed or will be granted or renewed on terms materially more burdensome than proposed or will be terminated, revoked or suspended, or any action, suit or other proceeding has been filed or commenced related to any of the foregoing, in each case other than any rate proceeding, fuel adjustment clause 60 AMERICAS/2023601500.12023601500.4 audit, earnings review or market power filing before any Governmental Authority unless and until such Governmental Authority has made a final determination thereunder that would reasonably be expected to result in a Material Adverse Effect; (iii) any material citation, summons, subpoena, order, notice, claim or proceeding brought by, or brought against, the Borrower or any of its Subsidiaries, with respect to (A) any proceeding before any Governmental Authority (other than proceedings in the ordinary course of business before any applicable regulatory authority) or (B) any real property under any Environmental Law, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (iv) copies of all reports on Form 8-K that the Borrower or any Material Subsidiary files with the Securities and Exchange Commission or any national securities exchange; (v) the occurrence of a Change in Control; and (vi) details of each change to the Senior Debt Rating.