Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. The Company will furnish to each Significant Holder prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description 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 Company Borrower will furnish to each Significant Holder the Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 a Material Adverse Effect; (e) the acquisition or formation of a new Subsidiary; (f) transfers of assets to non-Material Subsidiaries outside the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000ordinary course of business; and (eg) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder prompt the Administrative Agent written (or, in the case of Section 8.02(n), written or telephonic) notice of the followingfollowing promptly (but in any event, except as otherwise set forth in 8.02(o), within five (5) Business Days) after a Responsible Officer obtains knowledge of the existence thereof (or as otherwise provided below); provided that Parent’s disclosure of such event in a press release and/or through a filing with the SEC in a Quarterly Report on Form 10-Q, an Annual Report on Form 10-K or a Current Report on Form 8-K shall be deemed to satisfy the requirements of this Section 8.02: (a) the occurrence of any Default or Event of Default; (b) the occurrence of any event with respect to any Obligor’s property or assets resulting in a Loss aggregating in excess of $250,000; (c) (i) any proposed Acquisition by any Obligor that would reasonably be expected to result in environmental liability under Environmental Laws in excess of $250,000, (ii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws that would reasonably be expected to result in a liability in excess of $250,000 and (iii) all Claims, notices of violation, hearings, investigations or proceedings pending or, to the Borrower’s knowledge, threatened in writing against or directly 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, relating to Environmental Laws or Hazardous Material, in each case that would reasonably be expected to result in a liability in excess of $250,000; (d) the assertion in writing by any Person against, or with respect to the activities of, any Obligor of any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations required pursuant to any Environmental Law which would reasonably be expected to result in liability to such Obligor in excess of $250,000; (e) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or directly affecting any Obligor or any Subsidiary whichof its Subsidiaries that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (cf) (i) on or prior to 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 an ERISA Event has occurred, a notice (which may be made by telephone if promptly confirmed in writing) describing such ERISA Event and any action that any ERISA Affiliate proposes to take with respect thereto, together with (if applicable) a copy of any notice filed with the PBGC or the IRS pertaining thereto; (g) (i) the occurrence termination of any event Material Agreement other than on its scheduled termination date; (ii) the receipt by any Obligor of any notice under any Material Agreement (and a copy thereof); (iii) the entering into of any new Material Agreement by an Obligor (and a copy thereof); or (iv) any material amendment to a Material Agreement (and a copy thereof); (h) the reports and notices as required by the Security Documents; (i) any material change in accounting policies or financial reporting practices by the Obligors; (j) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor or any other development of its Subsidiaries; (k) any licensing agreement or similar arrangement entered into by which the Company any Obligor or any of its Subsidiaries in connection with any material infringement or alleged material infringement of the Intellectual Property of another Person; (l) any change to any Obligor’s or any of its Subsidiaries’ ownership or maintenance of Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts), by delivering to the Administrative Agent a supplement to the Schedules to this Agreement and the Security Agreement, as applicable, setting forth a complete and correct list of all such accounts as of the date of such change; (i) fails any safety alerts, marketing suspensions, removals or similar actions conducted, to comply with be undertaken, or issued by, any Environmental Law Obligor or to obtain, maintain any of its Subsidiaries or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject any material safety alerts, marketing suspensions, removals or similar actions conducted, to be undertaken, or issued by, any Environmental Liability Obligor’s and any of its Subsidiaries’ agents, suppliers, licensors or licensees, as the case may be, in excess each case of $[10,000,000,] 25,000,000(i) and (ii) above, (iii) receives notice whether voluntary or at the request, demand or order of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement Regulatory Authority or otherwise; (dn) any Claim by any Person that any Obligor or any of its Subsidiaries has infringed upon any Intellectual Property of such Person, in each case to the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could extent such Claim would reasonably be expected to result cause a Material Adverse Effect; (o) with respect to any “Grantor” under the Security Agreement, if such Grantor intends to (i) change its location (as defined in liability Section 9-307 of the Company and UCC), or (ii) change its Subsidiaries name from the name shown as its current legal name on Schedule 1 to the Security Agreement, the Borrower shall provide five (5) days’ prior written notice to the Administrative Agent (or such shorter period as may be acceptable to Administrative Agent in an aggregate amount exceeding $[10,000,000]25,000,000its reasonable discretion); (p) the occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in Sections 7.07, 7.18 or 7.19 to be incorrect in any material respect if such representation or warranty was to be made at the time the Borrower learned of such event, circumstance, act or omission; provided that in the event notice is required hereunder with respect to Section 7.19(h), Borrower hereby agrees that it will take all such actions that the Administrative Agent may reasonably request to amend the Loan Document to reflect such change; and (eq) any other development known to the Company that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth in reasonable details a description of detail 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.

Notices of Material Events. The Company Borrower will furnish to each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of Borrower, affecting Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries 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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000100,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will MCC and the Borrower will, respectively, furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting MCC or the Company Borrower or any Subsidiary whichof their Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company MCC and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; (d) the assertion of any Environmental Claim by any Person against, or with respect to the activities of, MCC 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 Claim or alleged violation that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer senior financial officer of MCC and the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any applicable 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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00025,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish to each Significant Holder prompt written notice of Promptly after a Responsible Officer obtains actual knowledge thereof (and in any event, no later than 5 days after obtaining such knowledge), notify the followingAdministrative Agent of: (a) the occurrence of any Default or Event of Default; (bi) any dispute, litigation, investigation, subpoena or proceeding between any Loan Party or any Subsidiary and any arbitrator or Governmental Authority to the extent not previously disclosed in writing to the Administrative Agent and (A) liability of any Loan Party or Subsidiary thereof could reasonably be expected to equal or exceed $20,000,000 or (B) could reasonably be expected to have a Material Adverse Effect, (ii) the filing or commencement of of, or any actionmaterial development in, suit any litigation, arbitration or proceeding by or before affecting any arbitrator or Governmental Authority against the Company Loan Party or any Subsidiary whichSubsidiary, if adversely determinedincluding pursuant to any applicable Environmental Laws or in respect of IP Rights, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or noncompliance by any other development by which the Company Loan Party or any of its Subsidiaries (i) fails to comply with with, or liability under, 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 in excess of $[10,000,000,] 25,000,000Permit, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alonethat, in any such case referred to in clauses (ii) or together with any other ERISA Events that have occurred(iii), could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to the Company that results in, has resulted or could reasonably be expected to result inhave a Material Adverse Effect and (iv) any other event, condition or circumstance which has or could reasonably be expected to have a Material Adverse Effect. Each notice delivered under pursuant to this Paragraph 5J Section 7.3 shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Section 7.3(a) or (b) (as applicable) and (y) setting forth in reasonable details a description of the event or development requiring such notice occurrence referred to therein and any stating what action the Loan Parties have taken or proposed and proposes to be taken take with respect thereto.

Notices of Material Events. The Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default or Event of Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, inquiry, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower, any Subsidiary thereof or any of their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders); (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary whichthereof or any of their Properties in connection with any Environmental Laws (excluding routine testing and corrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $500,000; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000500,000; (d) a copy of any proposed amendment to the Management Services Agreement; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Borrower, affecting Holdings, the Borrower or any Restricted Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which Holdings, the Company Borrower or any of its Restricted 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 in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, 10,000,000 or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 10,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Holdings, the Company Borrower and its Restricted Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and10,000,000; (e) 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; and (f) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing to the Company Lenders or any Subsidiary whichmaterial adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $7,500,000, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0007,500,000; (d) any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Borrower or its Subsidiaries or their Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $7,500,000, not fully covered by insurance, subject to normal deductibles; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company Borrower or any Subsidiary whichAffiliate that, if adversely determinedin either case, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability a Material Adverse Effect; (d) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by the Borrower or any Subsidiary, a copy of any notice, summons, citation or other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any Environmental Liability of the Company Borrower or any such Subsidiary, in each case, which would reasonably be expected to have a Material Adverse Effect; (e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2; and (ef) any other development known to the Company that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section (other than paragraph (e)) shall be accompanied by a written statement of a Financial Officer or other Responsible Officer of the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default;. (b) the filing or commencement of any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against the Company Parent or any Restricted Subsidiary whichnot previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;liability in excess of $5,000,000. (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Parent, the Restricted Subsidiaries or any ERISA Affiliate in an aggregate amount exceeding $[10,000,000]25,000,000; and2,500,000. (d) With five (5) days’ prior notice, (i) any existing Collateral constituting or (ii) the acquisition of Collateral that will constitute “margin stock” under any of the regulations of the Board, including Regulations T, U and X. (e) any other event, development known to the Company or circumstance that results in, or could reasonably be expected to result inin (either individually or together with any other event, development or circumstance), a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth in reasonable the details a description of the event event, development or development circumstance requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any material provision of 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 in excess of $[10,000,000,] 25,000,000Liability, or (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000250,000; and (e) any other development known to the Company event that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company STX and the Borrower will furnish furnish, promptly upon STX’s or the Borrower’s obtaining knowledge thereof, to each Significant Holder prompt the Administrative Agent written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting STX, the Company Borrower or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in material liability of STX, the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; andthe Subsidiaries, taken as a whole; (d) the occurrence of any change to the Issuer Ratings by S&P, Moody’s or Fitch; (e) any change in the information provided in the Beneficial Ownership Certification (if previously provided at the Administrative Agent’s request) that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such Beneficial Ownership Certification; and (f) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 5.02 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of STX or the Borrower, as applicable, setting forth in reasonable the details a description 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 Company STX and the Borrower will furnish furnish, promptly upon STX’s or the Borrower’s obtaining knowledge thereof, to each Significant Holder prompt the Administrative Agent written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting STX, the Company Borrower or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in material liability of STX, the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; andthe Subsidiaries, taken as a whole; (d) the occurrence of any change to the Issuer Ratings by S&P, ▇▇▇▇▇’▇ or Fitch; (e) any change in the information provided in the Beneficial Ownership Certification (if previously provided at the Administrative Agent’s request) that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such Beneficial Ownership Certification; and (f) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 5.02 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of STX or the Borrower, as applicable, setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder the Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit or proceeding by or before notice of any arbitrator or Governmental Authority against the Company governmental investigation or any Subsidiary litigation commenced or threatened against any Loan Party 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, (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, (vii) involves any product recall or (vii) could reasonably be expected to have a Material Adverse Effect; (c) any material Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Borrower’s assets which, if adversely determined, could reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000.00; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following, in each case, accompanied by a written 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: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Borrower, affecting any Loan Party or any Subsidiary whichof any Loan Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company any Loan Party or any Subsidiary of its Subsidiaries any Loan Party (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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company KPP and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $5,000,000; (d) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to (including the Company termination of any material contract) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurredoccurred and remain outstanding, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and750,000; (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, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichAffiliate 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, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $2,000,000 not fully covered by insurance, subject to normal deductibles and reasonable self-insurance; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000; (d) Calpine shall fail to make any payment in respect of any Calpine Gas Contract or post any margin required by the terms thereof within one Business Day of when the same shall become due and payable, whether at the due date thereof, upon acceleration, termination or otherwise; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrowers will furnish to the Administrative Agent and each Significant Holder Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichLoan Parties that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) any loss, damage, or destruction to the occurrence Collateral in the amount of $25,000,000 or more, whether or not covered by insurance; (d) within two (2) Business Days of receipt thereof, any event and all notices indicating any landlord’s or warehouseman’s termination or imminent intent to terminate any other development by which lease or warehouse agreement and/or refuse the Company or any of its Subsidiaries (i) fails access to comply with any Environmental Law the premises, as applicable, if such terminations or inability to obtainaccess such premises, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (de) any indication that credit card issuers or credit card processors are implementing holdbacks or reserves of amounts due to any Loan Party; (f) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability in, a Material Adverse Effect; (g) any loss or infringement of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000any Material Intellectual Property; and (eh) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichAffiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $have a Material Adverse Effect; (d) [10,000,000]25,000,000; andreserved]; (e) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary; (f) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (g) 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. Each notice delivered under this Paragraph 5J Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of MasterBrand, Inc. Credit Agreement dated November 18, 2022” and (iii) shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent and each Significant Holder Lender prompt and, in any event, within five Business Days, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (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 $25,000,000 (inclusive of fees and penalties); (d) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to (including the Company termination of any material contract) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company will furnish to each Significant Holder prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply in any material respect 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 in excess of $[10,000,000,] 25,000,000500,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000500,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 500,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description 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 Company will furnish to the Administrative Agent (which shall distribute such materials to each Significant Holder prompt of the Lenders) promptly following obtaining knowledge thereof by a Responsible Officer of the Company, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, thereof that could reasonably be expected to be adversely determined and if adversely determined, could reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Material Adverse Effect, (ii) receipt of any notice indicating any intention by the PBGC to terminate any Plan, or (iii) receipt of any notice indicating any intention by a Multiemployer plan to impose any Withdrawal Liability on the Company and or any of its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000or ERISA Affiliates (provided such Withdrawal Liability could reasonably be expected to exceed US$150,000,000); and (ed) any other development known to the Company that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered (or deemed to have been delivered) under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer of the Company setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, aggregate could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000300,000.00; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company or any Subsidiary knowledge of Borrower, affecting Borrower which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries Borrower (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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives written notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; andBorrower; (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (f) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Borrower, affecting the Borrower or any Subsidiary of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ; (ciii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00; (iv) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and Liability, in each of the preceding clausescase which, which involves a Pool Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (dv) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower 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; (vi) the occurrence of any ERISA Default or Event that aloneof Default, or together the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which the Borrower, any Pool Property Owner or any of their respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other ERISA Events that evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have occurreda Material Adverse Effect, could reasonably be expected the Borrower shall forthwith give written notice thereof to result in liability the Administrative Agent and each of the Company Lenders, describing the notice or action and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000the nature of the claimed default; (vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any Pool Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the Pool Property, Borrower, Guarantor, Pool Property Owner, or any operator or tenant of any Pool Property; and (eviii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Pool Property Owner under a Ground Lease; (ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries; (x) the occurrence of a Material Acquisition; (xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date; (xii) within five (5) Business Days of becoming aware thereof, any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and (xiii) 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. (b) The Borrower will furnish to the Administrative Agent and each Lender the following: (i) promptly and in any event at least 30 days prior thereto, 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, or any office in which it maintains books or records (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; 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 Borrower or any of its Subsidiaries after the Closing Date on any Pool Property. Each notice or other document delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company will furnish to each Significant Holder prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 10,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00010,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description 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 Company Borrower will furnish to each Significant Holder prompt the Administrative Agent written (or, in the case of Section 8.02(n), written or telephonic) notice of the followingfollowing promptly (but in any event, except as otherwise set forth in 8.02(o), within five (5) Business Days) after a Responsible Officer obtains knowledge of the existence thereof (or as otherwise provided below); provided that Parent’s disclosure of such event in a press release and/or through a filing with the SEC in a Quarterly Report on Form 10-Q, an Annual Report on Form 10-K or a Current Report on Form 8-K shall be deemed to satisfy the requirements of this Section 8.02: (a) the occurrence of any Default or Event of Default; (b) the occurrence of any event with respect to any Obligor’s property or assets resulting in a Loss aggregating in excess of $250,000; (c) (i) any proposed Acquisition by any Obligor that would reasonably be expected to result in environmental liability under Environmental Laws in excess of $250,000, (ii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws that would reasonably be expected to result in a liability in excess of $250,000 and (iii) all Claims, notices of violation, hearings, investigations or proceedings pending or, to the Borrower’s knowledge, threatened in writing against or directly 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, relating to Environmental Laws or Hazardous Material, in each case that would reasonably be expected to result in a liability in excess of $250,000; (d) the assertion in writing by any Person against, or with respect to the activities of, any Obligor of any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations required pursuant to any Environmental Law which would reasonably be expected to result in liability to such Obligor in excess of $250,000; (e) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or directly affecting any Obligor or any Subsidiary whichof its Subsidiaries that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (ci) on or prior to 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 an ERISA Event has occurred, a notice (which may be made by telephone if promptly confirmed in writing) describing such ERISA Event and any action that any ERISA Affiliate proposes to take with respect thereto, together with (if applicable) a copy of any notice filed with the PBGC or the IRS pertaining thereto; (g) (i) the occurrence termination of any event Material Agreement other than on its scheduled termination date; (ii) the receipt by any Obligor of any notice under any Material Agreement (and a copy thereof); (iii) the entering into of any new Material Agreement by an Obligor (and a copy thereof); or (iv) any material amendment to a Material Agreement (and a copy thereof); (h) the reports and notices as required by the Security Documents; (i) any material change in accounting policies or financial reporting practices by the Obligors; (j) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor or any other development of its Subsidiaries; (k) any licensing agreement or similar arrangement entered into by which the Company any Obligor or any of its Subsidiaries in connection with any material infringement or alleged material infringement of the Intellectual Property of another Person; (l) any change to any Obligor’s or any of its Subsidiaries’ ownership or maintenance of Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts), by delivering to the Administrative Agent a supplement to the Schedules to this Agreement and the Security Agreement, as applicable, setting forth a complete and correct list of all such accounts as of the date of such change; (i) fails any safety alerts, marketing suspensions, removals or similar actions conducted, to comply with be undertaken, or issued by, any Environmental Law Obligor or to obtain, maintain any of its Subsidiaries or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject any material safety alerts, marketing suspensions, removals or similar actions conducted, to be undertaken, or issued by, any Environmental Liability Obligor’s and any of its Subsidiaries’ agents, suppliers, licensors or licensees, as the case may be, in excess each case of $[10,000,000,] 25,000,000(i) and (ii) above, (iii) receives notice whether voluntary or at the request, demand or order of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement Regulatory Authority or otherwise; (dn) any Claim by any Person that any Obligor or any of its Subsidiaries has infringed upon any Intellectual Property of such Person, in each case to the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could extent such Claim would reasonably be expected to result cause a Material Adverse Effect; (o) with respect to any “Grantor” under the Security Agreement, if such Grantor intends to (i) change its location (as defined in liability Section 9-307 of the Company and UCC), or (ii) change its Subsidiaries name from the name shown as its current legal name on Schedule 1 to the Security Agreement, the Borrower shall provide five (5) days’ prior written notice to the Administrative Agent (or such shorter period as may be acceptable to Administrative Agent in an aggregate amount exceeding $[10,000,000]25,000,000its reasonable discretion); (p) the occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in Sections 7.07, 7.18 or 7.19 to be incorrect in any material respect if such representation or warranty was to be made at the time the Borrower learned of such event, circumstance, act or omission; provided that in the event notice is required hereunder with respect to Section 7.19(h), Borrower hereby agrees that it will take all such actions that the Administrative Agent may reasonably request to amend the Loan Document to reflect such change; and (eq) any other development known to the Company that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth in reasonable details a description of detail 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.

Notices of Material Events. The Company will furnish Borrowers shall deliver to Administrative Agent and each Significant Holder Lender prompt written notice of the following, after a Responsible Officer of any Obligor has obtained knowledge thereof: (a) (i) within 10 Business Days of the occurrence of any Default or Default, and (ii) the occurrence of any Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator arbitrator, court, or Governmental Authority against the Company or affecting any Obligor or any Subsidiary whichof their respective Affiliates that (i) involves any Loan Document or the Transactions, if adversely determinedor (ii) that has a reasonable likelihood of adverse determination, and such determination could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Material Adverse Effect; (d) the assertion of any claim pursuant to applicable Environmental Law, including alleged violations of or non-compliance with permits, licenses, or other authorizations issued pursuant to applicable Environmental Law by any Person against, or with respect to the activities of, any Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; andthat could reasonably be expected to have a Material Adverse Effect; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer of Administrative Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing to the Company Lenders or any Subsidiary whichmaterial adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $9,000,000, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0009,000,000; (d) any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Borrower or its Subsidiaries or their Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $9,000,000, not fully covered by insurance, subject to normal deductibles; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender (subject to Section 10.1(b)) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000100,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower and Holdings will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $10,000,000, (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 before seeks remedies in connection with, any arbitrator or Governmental Authority against the Company or any Subsidiary whichEnvironmental Laws, if adversely determined, that could reasonably be expected to result in a Material Adverse Effectliabilities in excess of $10,000,000 (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) the occurrence of any event Lien (other than Permitted Encumbrances) or any other development by which the Company claim made or asserted against any of its Subsidiaries the Collateral; (id) fails to comply any and all default notices received under or 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 respect to any Environmental Liability leased location or public warehouse where Collateral (with a book value in excess of $[10,000,000,] 25,000,000, ) is located (iiiwhich shall be delivered within five (5) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseBusiness Days after receipt thereof); (de) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000a Material Adverse Effect; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of Holdings setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender promptly and, in any event, within five (5) Business Days after acquiring knowledge thereof, written notice of the following: (a) the occurrence of any Default of which the Borrower has knowledge and the action that the Obligors are taking or Event of Defaultpropose to take with respect thereto; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or affecting any Obligor or any Subsidiary whichthereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries any Obligor in an aggregate amount exceeding $[10,000,000]25,000,00010,000,000; (d) any default by the Borrower or any of its Subsidiaries under any Material Contract, together with a description of the nature of such default and any action taken or proposed to be taken with respect to such default; and (e) any other development known with respect to the Company Borrower and its Subsidiaries that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Borrowers and Holdings will furnish to the Administrative Agent and each Significant Holder Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit notice of any governmental investigation or any litigation or proceeding by commenced or before threatened against any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries Loan Party that (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 in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, or (ii) relates to the Company shall not be required to deliver such information set forth in this clause validity or enforceability of any Loan Document or any Lien or obligation pursuant thereto; (c) so long as any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseCollateral; (d) any loss, damage, or destruction to the Collateral in the amount of $10,000,000 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 leased location or public warehouse where Collateral is located; (f) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Loan Parties and its their Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00025,000,000; (g) the occurrence of any Pension Event; and (eh) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 5.02 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent (for distribution to each Significant Holder Lender) prompt written notice notice, after an Authorized Officer becomes aware of such event, of the followingfollowing events: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichAffiliate (or any adverse change or development in any such action, suit, investigation or proceeding) thereof that, in the good faith judgment of the Company, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; anda Material Adverse Effect; (ed) any other development known to (including the Company that incurrence or imposition of Environmental Liability) that, in the good faith judgment of the Company, results in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) solely to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under clauses (a) through (d) of this Paragraph 5J Section 5.02 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description of the -67- event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company will furnish Borrowers shall deliver to each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or an Event of Default; (b) the filing or within thirty (30) days, upon commencement of any actionlitigation, suit including any arbitration or proceeding by mediation or of any proceedings before any arbitrator or Governmental Authority against the Company or any Subsidiary Authority, which, if adversely determineddetermined as to such Borrower or its Subsidiaries, could is reasonably be expected likely to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Material Adverse Effect; (i) any Company, after the Effective Date, becoming party to or bound to any Multiemployer Plan setting forth the relevant details of Multiemployer Plan, and (ii) any Multiemployer Plan entering “endangered status” or “critical status” under Section 412 or 432 of the Code or reorganization status under Section 4241 of ERISA, if such status could reasonably be expected to result in a Material Adverse Effect; (e) the assertion of any claim pursuant to applicable Environmental Law, including alleged violations of or non-compliance with permits, licenses or other authorizations issued pursuant to applicable Environmental Law by any Person against, or with respect to the activities of, any Company and that would (either individually or in the aggregate) reasonably be expected to result in a Material Adverse Effect; (f) the occurrence of any Event of Loss with respect to assets with a fair market value in excess of $2,500,000; (g) any material change in accounting policies or financial reporting practices by any Obligor or any of its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000Subsidiaries; and (eh) any other development known to the Company that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer of Administrative Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder the Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and1,000,000; (d) any investigation of the Borrower or any Subsidiary by any Governmental Agency having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of the Borrower and/or any such Subsidiary); (e) the issuance of any cease and desist order, written agreement, cancellation of insurance or other development known 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 memorandum of understanding or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the Borrower or any Subsidiary, to the Company extent that results in, the Borrower or could reasonably be expected any such Subsidiary is permitted to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J disclose such information (provided that the Borrower shall be accompanied by a written statement of a Responsible Officer setting forth in take all reasonable details a description of the event or development requiring such notice and efforts to obtain any action taken or proposed to be taken with respect thereto.necessary regulatory consents);

Notices of Material Events. The Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; and (e) any other development known to the Company that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and and, in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and10,000,000; (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, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder the Lender prompt written notice of of, but in any event not later than five Business Days after, the following: (a) obtaining actual knowledge of the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; (d) obtaining actual knowledge of the non-compliance or potential non-compliance with any contractual obligation or requirement of law that is not currently being contested in good faith by appropriate proceedings if all such non-compliance in the aggregate could reasonably be expected to have a Material Adverse Effect; Table of Contents (e) obtaining actual knowledge of the revocation of any license, permit, authorization, certificate, qualification or accreditation of the Borrower or any Subsidiary by any Governmental Authority if all such revocations in the aggregate could reasonably be expected to have a Material Adverse Effect; and (ef) obtaining actual knowledge of any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Borrower, affecting the Borrower or any Subsidiary or any Loan Party which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company Borrower or any of its consolidated Subsidiaries or any Loan Party (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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries or any Loan Party in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent (and the Administrative Agent will make available to each Significant Holder Lender) prompt written notice of a Responsible Officer obtaining Knowledge of any of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the or affecting any Wireline Company or any Subsidiary which, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Material Adverse Effect; (i) the occurrence of, or receipt of a written notice of any claim with respect to, any Environmental Liability that could reasonably be expected to result in a Material Adverse Effect, or (ii) receipt of a written notice of non-compliance with any Environmental Law or permit, license or other approval required under any Environmental Law to the Company and its Subsidiaries extent such non-compliance could reasonably be expected to result in an aggregate amount exceeding $[10,000,000]25,000,000a Material Adverse Effect; and (e) (i) non-compliance with any other development known Regulatory Authorization, to the Company that results in, or extent such non-compliance could reasonably be expected to result inhave a Material Adverse Effect, or (ii) receipt of any written notice from any Governmental Authority in relation to the continuation, validity, renewal or conditions attaching to any Regulatory Authorization which could reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any applicable 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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00010,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender, promptly after any Responsible Officer obtains knowledge thereof, written notice of the following: (a) : the occurrence of any Default or Event of Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, inquiry, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower, any Subsidiary thereof or any of their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders); and (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary whichthereof or any of their Properties in connection with any Environmental Laws (excluding routine testing and corrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) 500,000; the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000500,000; and (e) and any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Third Amended and Restated Credit Agreement – Page 73 715347206 14464587 Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to -------------------------- the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which the Company Borrower or any of its Consolidated Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseLiability; (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 Company Borrower and its Consolidated Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; (e) the downgrading of the Senior Debt Rating by either of the Rating Agencies; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company Borrowers will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of either Borrower, affecting either Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which the Company either Borrower or any of its Subsidiaries Consolidated 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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseLiability; (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 Company Borrowers and its the Consolidated Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichthat, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its the Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and20,000,000; (d) any material change in accounting policies or financial reporting practices by the Company or any Subsidiary not otherwise reported in the Company’s SEC filings; (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; and (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company 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; and (f) any change in the information provided in the Beneficial Ownership Certification delivered by the Company to such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and40,000,000; (d) any labor matters which could reasonably be expected, individually or in the aggregate to be materially adverse to the Lenders; (e) the date on which the aggregate net book value of trucks and other vehicles and rolling stock, leased or owned, of the Company or any of its Domestic Subsidiaries registered or titled in Mexico and Canada exceeds $3,000,000; (f) any other development known (other than a development with respect to a Multiemployer Plan, unless such development is the Company occurrence of an ERISA Event with respect to such Multiemployer Plan) that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (g) any proposed amendments, modifications or other changes to the Teamsters Deal (such notice to be given in advance to the extent reasonably practicable). Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company will furnish to each Significant Holder prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply in any material respect 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 in excess of $[10,000,000,] 25,000,0002,500,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,0002,500,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 2,500,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,500,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company or knowledge of the Borrower, affecting any Subsidiary member of the Consolidated Group which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any member of its Subsidiaries the Consolidated Group (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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurredoccurred results in, or could reasonably be expected to result in liability in, a Material Adverse Effect; (e) the occurrence of any default or event of default, or the receipt by any member of the Company and its Subsidiaries in Consolidated Group of any written notice of an aggregate amount exceeding $[10,000,000]25,000,000alleged default or event of default, respect of any Material Indebtedness; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (g) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender, promptly after any Responsible Officer obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default or Event of Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, inquiry, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower, any Subsidiary thereof or any of their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders); and (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary whichthereof or any of their Properties in connection with any Environmental Laws (excluding routine testing and corrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;liability in excess of $500,000; Third Amended and Restated Credit Agreement – Page 80 715347206 14464587 716874472 14464587 (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000500,000; and (ed) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,500,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (f) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply in any material respect with any 52 57 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 in excess of $[10,000,000,] 25,000,000500,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000500,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 500,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (f) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default or Event of Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, inquiry, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower, any Subsidiary thereof or any of their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders); and (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary whichthereof or any of their Properties in connection with any Environmental Laws (excluding routine testing and corrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $500,000; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000500,000; and (ed) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish furnish, or will cause to be furnished, to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the Company or any Subsidiary becoming aware of the occurrence of any Default or Event of DefaultTrigger Event; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Government Authority against or affecting the Company or any Subsidiary whichof its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,000,000; (d) any material fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) affecting the Iridium Business (unless notice thereof shall be required to be furnished pursuant to Section 8.01(g)); and (e) any other development known circumstance, act or condition (including, without limitation, the adoption, amendment or repeal of any Government Rule applicable to the Company that results inIridium Business or the Impairment of any Government Approval or notice (whether formal or informal, written or oral) of the failure to comply with the terms and conditions of any Government Approval) which could reasonably be expected to result in, in a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Tenant will furnish to each Significant Holder the Landlord and the Mortgagee prompt written notice of the following: (a) the occurrence of any Default or Event promptly upon becoming aware of Defaultit; (b) the filing or commencement receipt of any action, suit notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $10,000,000 and is not covered by or before any arbitrator or Governmental Authority against the Company or any Subsidiary insurance, (ii) seeks injunctive relief which, if adversely determinedgranted, could would reasonably be expected to result in have a Material Adverse Effect; (c) [Reserved]; (d) the occurrence receipt by any Loan Party of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives written notice of any claim with respect to any Environmental Liability in excess violation of $[10,000,000,] 25,000,000or potential liability under, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, knowledge by such Loan Party that there exists a condition that could reasonably be expected to result in a Material Adverse Effectviolation of or liability under, provided thatany Environmental Law, except for violations and liabilities the Company shall consequence of which would not be required reasonably likely to deliver such information set forth subject the Loan Parties to liabilities exceeding $5,000,000 individually or in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseaggregate; (de) obtaining knowledge of the occurrence commencement of any ERISA Event judicial or administrative proceeding or investigation alleging a violation of or liability under any Environmental Law, that alonehas a reasonable likelihood of being adversely determined and that, in the aggregate, if adversely determined, would have a reasonable likelihood of subjecting the Tenant, Holdings or together with any other ERISA Events that have occurred, could reasonably be expected Subsidiary to result in liability of the Company and its Subsidiaries in an aggregate amount liabilities exceeding $5,000,000 individually or in the aggregate; (f) [10,000,000]25,000,000Reserved]; and (eg) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of Tenant setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: : (a) the occurrence of any Default or Event of Default; ; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; ; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; ; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,500,000; and and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender written notice of the following:following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default or Event Default, which notice shall describe such occurrence with reasonable specificity and shall state that such notice is a “notice of Defaultdefault”; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichof its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence within ten (10) days of any event judgment not covered by insurance, whether final or any other development by which the Company otherwise, against Borrower or any of its Subsidiaries (i) fails to comply Subsidiaries, alone or together with any Environmental Law or to obtainother judgment, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability is in an amount in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise2,500,000; (d) within five (5) Business Days after the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,500,000; (e) within three (3) Business Days after becoming aware of (i) any known Release, or threat of Release, of any Hazardous Materials in violation of any applicable Environmental Law; (ii) any violation of any Environmental Law that the Borrower or any Subsidiary thereof reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (iii) any written inquiry, proceeding, or investigation, including a written notice from any agency of potential environmental liability, of any federal, state or local environmental agency or board, that in the case of either clauses (i) – (iii) above could otherwise reasonably be expected to have a Material Adverse Effect; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of Borrower setting forth in reasonable the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Within five (5) Business Days after receiving any notice under this SECTION 5.02, the Administrative Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written information that accompanied such notice.

Notices of Material Events. The Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender, promptly after any Responsible Officer obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default or Event of Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, inquiry, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower, any Subsidiary thereof or any of their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders); and (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary whichthereof or any of their Properties in connection with any Environmental Laws (excluding routine testing and corrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $500,000; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000500,000; and (ed) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent, for distribution to each Significant Holder Lender, prompt and, in any event, within five Business Days, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichof its Restricted Subsidiaries or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (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 Company and its Restricted Subsidiaries in an aggregate amount exceeding $25,000,000 (inclusive of fees and penalties); (d) the occurrence of any event or any other development by which the Company or any of its Restricted 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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to (including the Company termination of any material contract) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company will furnish to each Significant Holder the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against the Company or any Subsidiary whichAffiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $3.0 million; (c) any Release of Hazardous Materials, the occurrence commencement of any event Remedial Work, or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice discovery of any claim with respect to any Environmental Liability event, condition or compliance obligation that, in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregateeither case, could reasonably be expected to give rise to Environmental Claims or result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth or its Subsidiaries incurring liability under Environmental Laws in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise;excess of $2.0 million. (d) the institution of any steps by the Company or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan that could result in the requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any ERISA Event event with respect to any Pension Plan that alonecould result in the incurrence by the Company of any material liability, fine or penalty, or together with any other ERISA Events that have occurred, could reasonably be expected to result material increase in the contingent liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000with respect to any postretirement Welfare Plan benefit; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 5.2 shall be accompanied by a written statement of a Responsible an Authorized Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or affecting any Credit Party or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its the Restricted Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and6,000,000; (d) any written notice or written claim to the effect that any Credit Party is or may be liable to any Person as a result of the release by any Credit Party, or any other Person of any Hazardous Materials into the environment, which could reasonably be expected to have a Material Adverse Effect; (e) any other development known written notice alleging any violation of any Environmental Law by any Credit Party, which could reasonably be expected to have a Material Adverse Effect; (f) the Company occurrence of any material breach or default under, or repudiation or termination of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied ; (g) the receipt by a written statement the Borrower or any Restricted Subsidiary of a Responsible Officer setting forth in reasonable details a description of any management letter or comparable analysis prepared by the event auditors for the Borrower or development requiring any such notice and any action taken or proposed to be taken with respect thereto.Restricted Subsidiary; 104 EXCO Resources, Inc.

Notices of Material Events. The Company Sponsor will furnish to the Servicer and each Significant Holder Participant prompt written notice of the following: (a) : the occurrence of any Default Credit Event or Event of Default; (b) Unmatured Credit Event; the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Sponsor, affecting the Sponsor or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) ; the occurrence of any event or any other development by which the Company Sponsor or any of its Subsidiaries (i) fails to comply in any material respect 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 in excess of $[10,000,000,] 25,000,000500,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000500,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 500,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Sponsor and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000; and (e) and any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish Furnish the following to each Significant Holder prompt written notice of the followingLender in writing: (a) the occurrence promptly after any officer of a Borrower has actual knowledge of facts that would give him or her reason to believe that any Default or Event of Default has occurred, notice of such Default or Event of Default;; and (b) as soon as any officer of a Borrower has actual knowledge of the filing facts that would give him or commencement her reason to know of the occurrence thereof, prompt notice of (i) all legal or arbitral proceedings in which any actionBorrower is named as a primary defendant, suit or proceeding and of all proceedings by or before any arbitrator governmental or Governmental Authority against the Company regulatory authority or agency, and of any Subsidiary whichmaterial development in respect of such legal or other proceedings, affecting a Borrower that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) aggregate liabilities of or damages to the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability Borrowers in excess of $[10,000,000,] 25,000,000100,000 over available insurance or indemnification by creditworthy third parties and (ii) all legal or arbitral proceedings in which any Borrower is named as a co-defendant, (iii) receives notice and of any claim with material development in respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000such legal or other proceedings, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clausesaffecting a Borrower that, which individually or in the aggregateif adversely determined, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant aggregate liabilities of or damages to the SunTrust Agreement Borrowers in excess of $1,000,000 over available insurance or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000indemnification by creditworthy third parties; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 6.3 shall be accompanied by a written statement of a Responsible Officer of the applicable Borrower setting forth in reasonable details a description detail the facts and circumstances 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of of, but in any event not later than five Business Days after, the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00025,000,000; (d) the non-compliance or potential non-compliance with any contractual obligation or requirement of law that is not currently being contested in good faith by appropriate proceedings if all such non-compliance in the aggregate could reasonably be expected to have a Material Adverse Effect; (e) the revocation of any license, permit, authorization, certificate, qualification or accreditation of the Borrower or any Subsidiary by any Governmental Authority if all such revocations in the aggregate could reasonably be expected to have a Material Adverse Effect; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary which, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event (or comparable event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iva Foreign Pension Plan) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events (or comparable events with respect to a Foreign Pension Plan) that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00020,000,000; (d) 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; (e) (i) the occurrence of any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to the Borrower, its ERISA Affiliates or any of their Subsidiaries and (ii) if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator, in each case that could reasonably be expected to have a Material Adverse Effect; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Lessee will furnish to the Agent and each Significant Holder Funding Party prompt written notice of the following: (a) the occurrence of any Potential Event of Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Lessee, affecting the Lessee or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which the Company Lessee or any of its Consolidated Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseLiability; (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 Company Lessee and its Consolidated Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; (e) the occurrence of any Event of Default (as such term is defined in the Indenture) under or pursuant to the Indenture; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company will NGS shall furnish to each Significant Holder prompt written NGC in writing, promptly after NGS obtains knowledge thereof, notice of the followingof: (a) the occurrence all legal or arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and of any Default material development in such legal or Event other proceedings, materially affecting any of Default;the Facilities, including without limitation, any pending or threatened environmental claim. (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effectmaterial adverse effect on any of the Facilities. (c) any Event of Default, together with a description of any action being taken or proposed to be taken with respect thereto. (d) any casualty, damage or loss to the Facilities, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of [500,000 or more (such amount to be deemed increased annually consistent with increases in the consumer price index on each anniversary of the execution hereof). (e) any cancellation, notice of threatened or potential cancellation or material change in the terms, coverage or amounts of any policy of insurance required to be maintained by NGS hereunder. (f) any event, occurrence or circumstance that reasonably could be expected to render NGS incapable of or prevent NGS from performing the Services hereunder. (g) any fact, circumstance, condition or occurrence at, on, or arising from, any Facility that results in noncompliance with any environmental law that has resulted or could reasonably be expected to result in a material adverse effect on the operations of any Facility. (h) any material lien, except liens incurred in the ordinary course of business such as mechanics liens, unless such liens are discharged in the ordinary course of business. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer from NGS setting forth in reasonable the details a description 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 Company Each Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or affecting such Borrower or any Subsidiary whichof its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company such Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00035,000,000; (d) the assertion of any environmental matter by any Person against, or with respect to the activities of, such 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, would not (either individually or in the aggregate) have a Material Adverse Effect; and (e) any other development known to the Company (including a development arising out of a "Year 2000 problem") that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of such Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to -------------------------- the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (f) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000300,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Credit Parties will furnish to each Significant Holder the Administrative Agent prompt written notice of the following:following (with copies for each Lender): (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Credit Parties or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Guarantor and its the Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000250,000; (d) the receipt of any notice or the occurrence of any event that could reasonably be expected to result in an Environmental Liability of the Guarantor, the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the receipt of any notice of the bankruptcy or cessation of operations of any tenant to which greater than two percent (2%) of the Borrower’s share of annual base rent is attributable; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Administrative Agent shall promptly furnish a copy of all reports and other information delivered to it pursuant to this SECTION 5.2 to each of the Lenders.

Notices of Material Events. The Company Borrower will furnish to each Significant Holder the Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit notice of any investigation by a Governmental Authority or any litigation or proceeding by commenced or before any arbitrator or Governmental Authority threatened against the Company Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries that (i) fails seeks 720377643 16508845 39 damages in excess of $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 the Borrower or any Subsidiary, (v) alleges the violation of, or seeks to comply with impose remedies under any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental related Requirement of Law, (ii) becomes subject or seeks to any impose Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clausescase where such violation, which individually remedy or in the aggregate, liability could reasonably be expected to result in a Material Adverse Effect, provided thator (vi) asserts liability on the part of the Borrower or any Subsidiary in excess of $5,000,000 in respect of any tax, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any fee, assessment, or other lenders, whether pursuant to the SunTrust Agreement or otherwisegovernmental charge; (dc) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; and (ed) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which the Company Borrower or any of its Consolidated Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseLiability; (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 Company Borrower and its Consolidated Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; (e) the occurrence of any Event of Default (as such term is defined in the Indenture) under or pursuant to the Indenture; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company will furnish to each Significant Holder the Bank, so long as the Bank owns the Bonds, prompt written notice of the following: (a) the occurrence of any Default or Event of Default, or the receipt by the Company of any written notice of an alleged Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Company, affecting the Company or any Subsidiary of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and arid in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and100,000; (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. ; and (f) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or affecting a Loan Party or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in to a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Loan Parties and its their Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; (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 Loan Parties and their Subsidiaries in an aggregate amount exceeding $5,000,000; (v) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (vi) any material loss, damage or destruction to any of the Collateral, whether or not covered by insurance; and (evii) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) The Company shall deliver to the Administrative Agent and the Lenders written notice of each of the following events affecting the Company or any of its Subsidiaries not less than five (5) Business Days prior to the occurrence thereof: (i) a sale, transfer or other disposition of any Unencumbered Eligible Project (or a Subsidiary that owns any Unencumbered Eligible Project) for consideration in excess of $30,000,000, and (ii) the grant of a Lien securing obligations greater than $30,000,000 with respect to any Unencumbered Eligible Project. In addition, simultaneously with delivery of any such notice, the Company shall deliver to the Administrative Agent a certificate of a Financial Officer certifying that the Company 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 indebtedness to be incurred. To the extent such proposed transaction would result in a failure to comply with the financial covenants set forth herein, an amount equal to that which would be required to reduce the Obligations so that the Company will be in compliance with the covenants set forth herein upon the consummation of the contemplated transaction shall be paid by the Borrowers and applied to prepay the Obligations. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichof its Affiliates that, if adversely determined, could reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000U.S.$2,500,000; (d) the assertion of any Environmental Claim 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 Claim or alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; (e) the downgrading of the published rating of the senior secured bank debt of the Borrower by Moody's or Standard & Poor's to below "Ba2" or "BB", respectively, or the withdrawal of such published rating by Moody's or Standard and Poor's; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 a Material Adverse Effect; (e) the acquisition or formation of a new Material Subsidiary; (f) transfers of assets to non-Material Subsidiaries outside the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000ordinary course of business; and (eg) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichof its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,500,000; (d) the assertion of any Environmental Claim 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 Claim or alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; (e) the downgrading of the published rating of the senior secured bank debt of the Borrower by Moody's or Standard & Poor's to below "Ba2" or "BB", respectively, or the withdrawal of such published rating by Moody's or Standard & Poor's; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description of the event or development de- velopment requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company or knowledge of the Borrower, affecting any Subsidiary member of the Consolidated Group which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which any member of the Company or any of its Subsidiaries Consolidated Group (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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurredoccurred results in, or could reasonably be expected to result in liability in, a Material Adverse Effect; (e) the occurrence of any default or event of default, or the receipt by any member of the Company and its Subsidiaries in Consolidated Group of any written notice of an aggregate amount exceeding $[10,000,000]25,000,000alleged default or event of default, respect of any Material Indebtedness; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (g) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will -------------------------- furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which the Company Borrower or any of its Consolidated Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwiseLiability; (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 Company Borrower and its Consolidated Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; (e) the downgrading of the Senior Debt Rating by either of the Rating Agencies; and (ef) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Company Borrower will furnish to each Significant Holder the Lender prompt and, in any event, within five Business Days, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower or any Subsidiary whichof its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect or that in any manner questions the validity of the Loan Documents; (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 a Material Adverse Effect; (cd) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to (including the Company termination of any material contract) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer setting forth in reasonable the details a description 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 Company Lessee will furnish to the Agent and each Significant Holder Funding Party prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Lessee, affecting the Lessee or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company Lessee or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Lessee and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,500,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (f) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Borrower, affecting the Borrower or any Subsidiary whichwhich is reasonably likely to be adversely determined and, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0005,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (f) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower Representative will furnish to each Significant Holder the Administrative Agent (which shall post such notices to the other Lender Parties) prompt written notice, accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable detail the nature of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto, of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit notice of any governmental investigation or any governmental or other litigation or proceeding by commenced or before threatened against any arbitrator or Governmental Authority against the Company or any Subsidiary which, if adversely determined, Loan Party that (i) could reasonably be expected to result in a Material Adverse EffectEffect (including any such litigation or proceeding (A) seeking injunctive relief or (B) that is asserted or instituted against any Plan, its fiduciaries or its assets) or (ii) alleges criminal misconduct by the Company or the Subsidiaries; (c) any Lien (other than Permitted Liens) or claim made or asserted against any of the occurrence Collateral in the amount of $25,000,000 or more; (d) any damage, destruction or other casualty event involving the Collateral in the amount of $25,000,000 or more, whether or not covered by insurance; (e) any other development and all written notices of default received by which the Company or any of its the Subsidiaries (i) fails to comply under or 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 respect to any Environmental Liability leased location or public warehouse where Collateral is located with a fair market value in excess of $[10,000,000,] 25,000,000; (f) to the extent not provided pursuant to Section 5.01(i), all (iiii) receives notice of any claim with respect amendments to any Environmental Liability the Mexican Credit Facility to the extent the aggregate outstanding principal balance under the Mexican Credit Facility is in excess of $[10,000,000,] 25,000,00025,000,000 at such time, or and (ivii) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant material amendments to the SunTrust Agreement or otherwiseMaterial Agreements, together with a copy of each such amendment; (dg) [reserved]; (h) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrowers and its their Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00025,000,000, any such notice to be delivered concurrently with the delivery of a Compliance Certificate under Section 5.01(c); (i) receipt by the Loan Parties of any notice or notices (or amendment to any previous notice) under PACA, PSA or other similar Requirements of Law (in each case, other than any such notice consisting solely of a provision in the applicable invoice relating thereto reserving a seller’s rights under such acts), in respect of claims in an aggregate amount at any one time outstanding for all such notices of $25,000,000 or more, to preserve the benefits of any trust applicable to any assets of any Loan Party under the provisions of PACA, PSA or other similar Requirements of Law (and the Loan Parties shall provide, or shall cause to be provided, promptly to the Administrative Agent a true, correct and complete copy of such notice or notices (or amendment), as the case may be, and other information delivered in connection therewith), any such notice to be delivered concurrently with the delivery of a Compliance Certificate under Section 5.01(c); (j) any change in respect of the Disclosed Matters that could reasonably be expected to result in a Material Adverse Effect; (k) the occurrence of any event described in Section 3.07(b) or 3.07(c), in each case as and when any such notice is required to be delivered pursuant to each Section; (l) concurrently with the delivery of each Compliance Certificate pursuant to Section 5.01(c), the assertion of any claim pursuant to applicable Environmental Law, including alleged violations of or non-compliance with permits, licenses or other authorizations issued pursuant to applicable Environmental Law by any Person against, or with respect to the activities of, any Loan Party that would (either individually or in the aggregate) reasonably be expected to result in a material Environmental Liability; and (em) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder prompt Lender, promptly after any Responsible Officer obtains knowledge thereof, written notice of the following: (a) : the occurrence of any Default or Event of Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, inquiry, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrower, any Subsidiary thereof or any of their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders); and (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary whichthereof or any of their Properties in connection with any Environmental Laws (excluding routine testing and corrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) 500,000; the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000500,000; and (e) and any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. 715347206 14464587 Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder the Administrative Agent prompt (and in any event within three Business Days) written notice of the following: (a) the occurrence of any Default or Event of Default;Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Parent, the Borrower, any other Subsidiary or any of their respective Affiliates to the extent not previously disclosed in writing to the Administrative Agent and, in each case, and (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against the Company Parent, the Borrower or any other Subsidiary which(whether or not previously disclosed to the Lenders) that, if adversely determinedin the case of either clause (i) or (ii) above, could reasonably be expected to result in a Material Adverse Effectliability in excess of $15,000,000, not fully covered by insurance, subject to normal deductibles (and excluding any actions, suits, proceedings, investigations or arbitrations arising under or otherwise related to Environmental Laws, which are subject to the terms of Section 8.10(b)); (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and, (ed) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section 8.02 shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 (a) 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 the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Parent, the Borrower or any of 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. The Borrower hereby agrees that (w) all Communications 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 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 Parent, 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 12.16); (y) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the 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 portion of the Platform not designated “Public Side Information.”

Notices of Material Events. The Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or affecting any Subsidiary which, if adversely determined, could Loan Party or Pledged Entity that is reasonably be expected likely to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries Loan Parties in an aggregate amount exceeding $[10,000,000]25,000,00025,000,000; (d) all material amendments, modifications or other changes to, or consents to any departure from, the terms or provisions of the Receivables Financing, together with a copy of each such amendment; (e) the sale or disposition, or (to the extent permitted by confidentiality provisions applicable to such agreement) definitive written agreement to sell or dispose of, any Refinery; (f) the assertion by any Person (other than a Loan Party or the Administrative Agent) of any right, title or interest, or any Lien (other than a Permitted Encumbrance) or claim adverse to the rights of the Loan Parties or the Administrative Agent (an “Adverse Claim”), in any Inventory included in the Borrowing Base, including in respect of any documents of title or any purported rights of reclamation; (g) any Loan Party obtaining knowledge of any Permitted Encumbrance in excess of $10,000,000 having priority over (or pari passu with) the Lien of the Administrative Agent in any portion of the Collateral; and (eh) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichthat, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its the Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00010,000,000; (d) any material change in accounting policies or financial reporting practices by the Company or any Subsidiary not otherwise reported in the Company’s SEC filings; and (e) any other development known that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company that or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; and (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company 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 Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company Borrowers will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or affecting the Company Borrowers or any Subsidiary whichAffiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company Borrowers and its Restricted Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and250,000; (d) notice of any action arising under any Environmental Law or of any noncompliance by the Borrowers or any Restricted Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting or financial reporting practices by the Borrowers or any Restricted Subsidiary; (f) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (g) 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. Each notice delivered under this Paragraph 5J Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Credit Agreement dated August 17, 2022” and (iii) shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply in any material respect 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 in excess of $[10,000,000,] 25,000,0002,500,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,0002,500,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 2,500,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0002,500,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (f) Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectChange; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided ERISA Event that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and5,000,000; (d) any complaint, order, citation, notice or other written communication from any Person with respect to, or if the Company becomes aware after due inquiry of, (i) the existence or alleged existence of any Environmental Liability or other liability resulting from any air emission, water discharge, noise emission, asbestos, or any other environmental, health or safety matter at, upon, under or within any property now or previously owned, leased, operated or used by the Company or any of its Subsidiaries or any part thereof, or due to the operations or activities of the Company, any Subsidiary or any other Person on or in connection with such property or any part thereof (including receipt by the Company or any Subsidiary of any notice of the happening of any event involving the release or cleanup of any Hazardous Materials), (ii) any release on such property or any part thereof in a quantity that is reportable under any applicable Environmental Law, (iii) the commencement of any cleanup pursuant to or in accordance with any applicable Environmental Law of any Hazardous Materials on or about such property or any part thereof and (iv) any pending or threatened proceeding for the termination, suspension or non-renewal of any permit required under any applicable Environmental Law, in each of cases (i), (ii), (iii) and (iv), which results in, or could reasonably be expected to result in, liability of the Company or any Subsidiary in excess of $10,000,000 individually or in the aggregate; (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse EffectChange; and (f) the first date on which all obligations then due and owing under the Wachovia Purchase Agreement have been paid in full. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company CheckFree Parties will furnish to each Significant Holder the Agent prompt written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of any CheckFree Party, affecting any CheckFree Party or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (ciii) the occurrence of any event or any other development by which the Company any CheckFree Party or any of its Subsidiaries (i1) 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, (ii2) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii3) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv4) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (div) the receipt by any CheckFree Party or any of its Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of such CheckFree Party or any of its Subsidiaries, or the occurrence of any “Level III Default” under the ACH Programs with SunTrust Bank; and (v) 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 Company CheckFree Parties and its their Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect10,000,000. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company will furnish to the Administrative Agent and each Significant Holder Lender prompt and, in any event, within five Business Days, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary whichof its Subsidiaries or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (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 Company and its Subsidiaries in an aggregate amount exceeding $25,000,000 (inclusive of fees and penalties); (d) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,000; and (e) any other development known to (including the Company termination of any material contract) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Company setting forth in reasonable the details a description 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 Company (a) Borrower will furnish -------------------------- to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Company or affecting Borrower or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (d) the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Material Adverse Effect; (iv) the occurrence of any one of the Company and its Subsidiaries events (i) through (iv) contemplated in an aggregate amount exceeding $[10,000,000]25,000,000the definition of Commitment Amount; and (ev) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. (b) Borrower shall deliver to the Administrative Agent and the Lenders written notice of each of the following not less than five (5) Business Days after the occurrence thereof: (a) a sale, transfer or other disposition of assets, in a single transaction or series of related transactions, for consideration in excess of $10,000,000, (b) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of $20,000,000, and (c) 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 $20,000,000. Simultaneously with delivery of any such notice, Borrower shall be deemed to have represented and warranted to the Administrative Agent 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 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 applied to prepay the Obligations. (c) Borrower shall promptly notify the Administrative Agent upon obtaining knowledge of the bankruptcy or cessation of substantially all of the operations of any tenant to which greater than two percent (2%) of Borrower's share of consolidated minimum rent is attributable. (d) promptly and in any event within ten days of Borrower or any Subsidiary learning of any of the following, written notice to the Administrative Agent of any of the following: (i) the Release of any Hazardous Material on or from any property owned or leased by Borrower of any of its Subsidiaries or Eligible Minority Holdings and any written order, notice, permit, application or other written communication or report received by Borrower, any of its Subsidiaries or Eligible Minority Holdings in connection with or relating to any such Release, unless such Release is not reasonably likely to subject Borrower or any of its Subsidiaries to Environmental Liabilities and Costs which would have a Material Adverse Effect; (ii) any notice or claim to the effect that Borrower, any of its Subsidiaries or any Eligible Minority Holdings is or may be liable to any Person as a result of the Release or threatened Release of any Hazardous Material into the environment which liability would have a Material Adverse Effect; (iii) receipt by Borrower, any of its Subsidiaries or Eligible Minority Holdings or any Operator of notification that any real or personal property of Borrower or any of its Subsidiaries is subject to an Environmental Lien; (iv) any Remedial Action taken by Borrower or any of its Subsidiaries or Eligible Minority Holdings or any other Person on their behalf in response to any Hazardous Material on, under or about any Real Property owned or leased by Borrower or any of its Subsidiaries or Eligible Minority Holdings, unless such Remedial Action is not reasonably likely to subject Borrower or any of its Subsidiaries or Eligible Minority Holdings to Environmental Liabilities and Costs which would have a Material Adverse Effect; (v) receipt by Borrower or any of its Subsidiaries or Eligible Minority Holdings of any notice of violation of, or knowledge by Borrower or any of its Subsidiaries or any Eligible Minority Holdings that there exists a condition which may result in a violation by Borrower or any of its Subsidiaries or Eligible Minority Holdings of, any Environmental Law, unless such violation is not reasonably likely to subject Borrower or any of its Subsidiaries to Environmental Liabilities and Costs which would have a Material Adverse Effect; (vi) any proposed Capital Expenditure by Borrower or any of its Subsidiaries or Eligible Minority Holdings intended or designed to implement any existing or additional Remedial Action, unless such expenditures are not reasonably likely to have a Material Adverse Effect; (vii) the commencement of any judicial or administrative proceeding or investigation alleging a violation of any Environmental Law; or (viii) any proposed acquisition of stock, assets or Real Property, or any proposed leasing of property by Borrower, or any of its Subsidiaries or Eligible Minority Holdings, unless such action is not reasonably likely to subject Borrower and its Subsidiaries to Environmental Liabilities and Costs to Borrower which would have a Material Adverse Effect; and (e) promptly, such additional financial and other information respecting the financial or other condition of Borrower or any of its Subsidiaries or Eligible Minority Holdings or the status or condition of any Real Property owned or leased by Borrower or its Subsidiaries or Eligible Minority Holdings, or the operation thereof which Borrower is entitled to or can otherwise reasonably obtain, as the Administrative Agent from time to time reasonably requests; and (f) upon written request by any Lender through the Administrative Agent, a report providing an update of the status of any Environmental Claim, Remedial Action or any other issue identified in any notice or report required pursuant to this Section 5.02 Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of Borrower setting forth in reasonable the details a description 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 Company Borrower will furnish to the Administrative Agent and each Significant Holder Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company 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; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any applicable 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 in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise;; CHAR1\1185130v10 (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,00025,000,000; and (e) any other development known to the Company that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (f) the occurrence of a Control Event. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description 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 Company Borrower will furnish to each Significant Holder -------------------------- the Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default;; and (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the Company knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Company Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $[10,000,000,] 25,000,000Liability, or (iv) becomes aware of any basis for any Environmental Liability in excess of $[10,000,000] 25,000,000 Liability, and in the case of each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect, provided that, the Company shall not be required to deliver such information set forth in this clause (c) so long as the Company is not required to provide such information to any other lenders, whether pursuant to the SunTrust Agreement or otherwise; (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 Company Borrower and its Subsidiaries in an aggregate amount exceeding $[10,000,000]25,000,0001,000,000; and (e) any other development known to the Company that results inhas, or could reasonably be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Paragraph 5J Section shall be accompanied by a written statement of a Responsible Officer setting forth in reasonable the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.