Common use of Certain Notices Clause in Contracts

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect theretoBorrower Representative shall notify Administrative Agent in writing: (i) of the occurrence or existence of an any Default or Event of Default or an Unmatured Event promptly, but in any event within one (1) Business Day, after any Responsible Officer of Default;any Credit Party obtains knowledge thereof and promptly, but in any event within five (5) Business Days, what action (if any) Credit Parties are taking to correct the same; and (ii) the institution promptly (but in any event within five (5) Business Days) after any Responsible Officer of any Litigation Action; providedCredit Party obtains knowledge thereof, that the Company need not give notice of any new Litigation Action unless such Litigation Actionof the following which affects any Credit Party or Subsidiary or their respective Properties: (A) the threat or commencement of any Adverse Proceeding whether or not covered by insurance, together with all other pending Litigation Actions, if (1) an adverse determination in respect thereof could reasonably be expected to have a Material Adverse Effect; Effect or (iii2) relating to Collateral having a value of more than the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting Threshold Amount; (iB) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase change in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, existing Adverse Proceeding that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (vC) any pending or threatened labor dispute, strike, or walkout, or the expiration of any material labor contract that could reasonably be expected to result in a Material Adverse Effect; (D) any default under or termination, cancellation, or suspension of a Material Contract or if any Material Contract is amended in any manner materially adverse to any such Person or any new Material Contract is entered into (in which event Borrowers shall cause the applicable Person to provide Administrative Agent with a copy of such Material Contract, if reasonably requested by Administrative Agent); (E) any order, judgment, or decree in an amount exceeding the Threshold Amount; (F) the assertion of any claim against any such Person regarding such Person’s use, licensing, or ownership of any Intellectual Property, if an adverse resolution in regard thereto could reasonably be expected to have a Material Adverse Effect; (G) any violation or asserted violation of (1) any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws or securities laws but not any Anti-Terrorism Laws or Anti-Corruption Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect and (2) any Anti-Terrorism Laws or Anti-Corruption Laws; (H) [reserved]; (I) any such Person’s receipt of any Environmental Notice that could reasonably be expected to have a Material Adverse Effect; (J) the occurrence of any Environmental Release by any such Person or on any Real Estate owned, leased, or operated by such Person if such Environmental Release could reasonably be expected to have a Material Adverse Effect; and (K) any loss or threatened loss of any material adverse change in licenses, franchises, or permits of such Person. Documents required to be delivered pursuant to Section 9.6 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the businessdate (i) on which a Borrower posts such documents, creditor provides a link thereto on such Borrower’s website on the Internet at its website address; or (ii) on which such documents are posted on such Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or intranet website, operations if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or financial condition whether sponsored by Administrative Agent); provided, that Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the Company documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its Subsidiaries taken as a wholecopies of such documents.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, provide written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that that, the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 200,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required BanksLenders; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f303(k) of ERISA or a determination is made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, provide written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that that, the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required BanksLenders; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f303(k) of ERISA or a determination is made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning The Bank Agent and each Senior Lender agrees to use its best efforts to give to the others and to the Collateral Agent (a) copies of any notice of the occurrence or existence of a Specified Event of Default sent to any Loan Party, simultaneously with the sending of such notice to such Loan Party, (b) notice of the occurrence or existence of a default in the payment of principal or interest on any Reimbursement Obligation or any of such Person’s outstanding Senior Indebtedness or a Specified Event of Default, in either case, of which such party has knowledge, promptly after obtaining knowledge thereof, (c) notice of the refusal of Banks holding more than 50% of the aggregate Commitments of all Banks at the time to make any Revolving Loan requested by the Borrower if the conditions precedent thereto specified in the Credit Agreement have been satisfied, promptly after such refusal, and (d) notice of an Enforcement by such party, prior to commencing such Enforcement, but the failure to give any of the following, written foregoing notices shall not affect the validity of such notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default given to a Loan Party or an Unmatured Event create a cause of Default; (ii) the institution action against or cause a forfeiture of any Litigation Actionrights of the party failing to give such notice or create any claim or right on behalf of any third party; providedprovided that, that if the Company need not Noteholders fail to give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Bank Agent and the Required Banks; (iv) of the occurrence of a Reportable Sharing Event arising under or with respect to any Plan; the institution of any steps by the CompanyNote Agreement as set forth above, any ERISA Affiliate, the PBGC or any other Person then a Sharing Date solely as it relates to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary Other Shared Amounts received with respect to any post-retirement welfare benefits; or the failure Loan and Reimbursement Obligations shall be deemed not to have occurred and the requirement of the Company or any other Person second paragraph of Section 5(a) to make a required contribution turn over payments received with respect to a Plan the Loan and Reimbursement Obligations on and after such Sharing Date shall not be effective until such time as such notice is received; provided further that, if such failure is sufficient the Bank Agent fails to give rise notice to a lien under Section 302(f) the Noteholders of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in Sharing Event under or with respect to the businessCredit Agreement as set forth above, credit, operations or financial condition then a Sharing Date solely as it relates to Other Shared Amounts received with respect to the Note Document Obligations shall be deemed not to have occurred and the requirement of the Company second paragraph of Section 5(a) to turn over payments received with respect to the Note Document Obligations on and its Subsidiaries taken after such Sharing Date shall not be effective until such time as a wholesuch notice is received.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, provide written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that that, the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 100,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required BanksLenders; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f303(k) of ERISA or a determination is made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, provide written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that that, the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f303(k) of ERISA or a determination is made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning In the event that (a) any Superior Indebtedness or --------------- - Subordinated Indebtedness shall be transferred or shall become due and payable before the expressed maturity thereof as the result of the occurrence of a default or any event of default or (b) any term or provision of any agreement, - document or instrument related to the Superior Indebtedness or Subordinated Indebtedness shall be amended, modified or supplemented, or compliance therewith waived, the Company will give immediate written notice in writing of such event to each Subordinated Lender and Senior Lender (together with copies of all related agreements, documents and instruments). Each notice of any transfer of any Superior Indebtedness or Subordinated Indebtedness shall include the name and address of the following, applicable transferee for purposes of this section 1. The Senior Lenders shall be obligated to give a Subordination Notice (as defined in section 1.4) to a holder of Subordinated Indebtedness other than the initial holders thereof only if the Senior Lenders shall have been furnished written notice thereof, describing of such other holder's address for purposes of this section 1. No Subordinated Lender shall be obligated to give any notice under section 1.11 to any Senior Lender unless such Subordinated Lender shall have been furnished written notice of the same and address of such Senior Lender for purposes of this section 1. Each Subordinated Lender will endeavor to furnish to the steps being taken Senior Lenders (or their agent or representative) copies of any notice furnished by such holder to the Company or the Subsidiary affected with respect thereto: (i) of the occurrence of an Event event of Default or an Unmatured Event default (as defined under the Subordinated Notes) and of Default; (ii) the institution acceleration of any Litigation Action; providedSubordinated Indebtedness, provided that the Company need not give notice failure to furnish such copies of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory notice to the Agent -------- Senior Lenders shall not be actionable by any Person and the Required Banks; (iv) the occurrence of a Reportable Event with respect to shall not have any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of effect upon any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition rights and obligations of the Company and its Subsidiaries taken parties hereto or any of the rights of any Subordinated Lender on account of any event of default (as a wholedefined under the Subordinated Notes) or otherwise.

Certain Notices. Forthwith Borrower shall give notice to Agent promptly upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect theretoof: (ia) the occurrence receipt by Borrower of an Event of Default any notice given to Borrower that a default by Borrower has occurred under any Anchor Lease, Major Lease, the REA, or an Unmatured Event of Defaultany Project Document; (iib) the institution giving by Borrower of any Litigation Action; providednotice of default or other material notice under any Anchor Lease, the REA, any Agency Document and any Construction Document; (c) the giving by Borrower of any notice under any Major Lease alleging that a default has occurred under such Major Lease or indicating Borrower's intent to terminate such Major Lease, provided that the Company need not give foregoing notice requirement shall be satisfied if the default giving rise to such notice is described in the report delivered by Borrower to Agent pursuant to subsection 5.13(a)(iii); (d) the receipt by Borrower of any new Litigation Action unless such Litigation Action, together notice given to Borrower or with all other pending Litigation Actions, could respect to the Project or the giving by Borrower of any notice which alleges that any portion of construction or equipping or furnishing of the Improvements does not comply with any Legal Requirement; (e) Borrower becoming aware of any development or event which is reasonably be expected likely to have a Material Adverse Effect; (iiif) any condition which results or is reasonably likely to result in a Force Majeure Delay in completion of the Improvements; and (g) the entry of following events, as soon as possible and in any judgment event within 30 days after Borrower knows or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting has reason to know thereof: (i) the amount with respect to which the Company occurrence or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the expected occurrence of a any Reportable Event with respect to any ERISA Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the a failure of the Company or any other Person to make a any required contribution to a ERISA Plan, the creation of any Lien in favor of the PBGC or a ERISA Plan if such failure is sufficient or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to give rise the withdrawal from, or the terminating, Reorganization or Insolvency of, any ERISA Plan. Each notice pursuant to a lien under Section 302(f) of ERISA; provided, however, that no notice this subsection shall be required accompanied by a statement of any a Responsible Officer setting forth details of the foregoing unless the circumstance could reasonably be expected occurrence referred to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company such notice and its Subsidiaries taken as a wholestating what action Borrower proposes to take with respect to such occurrence.

Certain Notices. Forthwith upon learning The Credit Parties shall provide the Agent with prompt (but in any event within 1 Business Day of the occurrence of any of the following, written notice or commencement thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iva) the occurrence of a Reportable Default or Event of Default and what action (if any) the Credit Parties are taking to correct the same; (b) any litigation with respect to any Plan; the institution a Credit Party or Subsidiary thereof involving an amount at issue in excess of any steps by the Company, any ERISA Affiliate, the PBGC $2,000,000 or changes in existing litigation or any other Person judgment against it or its assets in excess of $2,000,000; (c) any damage or loss to terminate property owned by a Credit Party or Subsidiary thereof in excess of $2,000,000; (d) any Plan; the institution of any steps notice received by the Company a Credit Party or Subsidiary thereof from taxing authorities as to claimed deficiencies or any tax lien or any notice received by a Credit Party or Subsidiary thereof relating to alleged ERISA Affiliate violations; (e) any Reportable Event, as defined in ERISA with respect to withdraw from a Credit Party or Subsidiary thereof; (f) any Plan; the incurrence pending or threatened labor dispute, strike or walkout, or expiration of any material increase in the contingent liability of the Company or any Subsidiary labor contract with respect to a Credit Party or Subsidiary thereof; (g) any post-retirement welfare benefits; rejection, return, offset, dispute, loss, or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have having a Material Adverse EffectEffect on any material Collateral; or (vh) the cancellation or termination of, or any material default under, any Material Agreement, except for any Material Agreement with a supplier or distributer to the extent such agreement is replaced substantially concurrently with such cancellation or termination thereof, or such material default thereunder, or is not reasonably necessary to the applicable Credit Party’s ordinary course of business; (i) any acceleration of the maturity of any Debt or other liability of any Credit Party or Subsidiary thereof or the occurrence or existence of any event or circumstances which gives the holder of such Debt or liability the right to accelerate; (j) any loss or threatened loss of material licenses or permits of a material adverse change in the businessCredit Party or Subsidiary thereof; or (k) any litigation with respect to a Credit Party or Subsidiary thereof alleging any potential or actual violation of health care laws, credit, operations including Medicare or financial condition of the Company and its Subsidiaries taken as a wholeMedicaid.

Certain Notices. Forthwith upon learning Give notice to the Administrative Agent (which shall promptly transmit such notice to each Lender) of: (a) within five Business Days after either of the Borrowers knows of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of material Default or an Unmatured Event of Default; (iib) promptly, any default or event of default under any Contractual Obligation of the institution of Borrowers or any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could Subsidiary which would reasonably be expected to have a Material Adverse Effect; (iiic) promptly, any litigation, or any investigation or proceeding known to either of the entry Borrowers, affecting either of any judgment or decree against the Company Borrowers or any Subsidiary which, if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Companyadversely determined, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could would reasonably be expected to have a Material Adverse Effect; or; (vd) as soon as possible and in any event within 30 days after either of the Borrowers knows: (i) the occurrence of any Reportable Event with respect to any Plan, a material adverse change failure to make any required contribution to a Plan, the creation of any Lien in the business, credit, operations or financial condition favor of the Company PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or a Borrower, any Subsidiary or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan; and (e) promptly, any other development or event which would reasonably be expected to have a Material Adverse Effect. Each notice pursuant to this subsection shall be accompanied by a statement of a Authorized Signatory setting forth details of the occurrence referred to therein and its Subsidiaries taken as a wholestating what action the Borrower proposes to take with respect thereto.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect theretoBorrower Representative shall notify Administrative Agent in writing: (i) of the occurrence or existence of an any Default or Event of Default immediately after any Responsible Officer of any Credit Party (or an Unmatured Event of Default;Holdings) obtains knowledge thereof and promptly, but in any event within five (5) Business Days, what action (if any) Credit Parties are taking to correct the same (ii) the institution promptly (but in any event within three (3) Business Days) after any Responsible Officer of any Litigation Action; providedCredit Party (or Holdings) obtains knowledge thereof, that the Company need not give notice occurrence of any new Litigation Action unless “Event of Default” or “Default” under, and as defined in, the Term Loan Documents; (iii) promptly (but in any event within five (5) Business Days) after any amendment to the Term Loan Documents, and furnish a copy of such Litigation Actionamendment to Administrative Agent; and (iv) promptly (but in any event within five (5) Business Days) after any Responsible Officer of any Credit Party (or Holdings) obtains knowledge thereof, together with all other pending Litigation Actionsof any of the following that affects any Credit Party or Subsidiary or their respective Properties: (A) the threat in writing or commencement of any Adverse Proceeding whether or not covered by insurance, could if (1) an adverse determination in respect thereof would reasonably be expected to have a Material Adverse Effect; Effect or (iii2) relating to Collateral having a value of more than the entry of Threshold Amount; (B) any judgment material change in any existing Adverse Proceeding; (C) any pending or decree against threatened labor dispute, strike, or walkout, or the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence expiration of any material increase labor contract; (D) any default under or termination, cancellation, or suspension of a Material Contract or if any Material Contract is amended in the contingent liability of the Company any manner materially adverse to any such Person or any Subsidiary with respect to any post-retirement welfare benefits; or new Material Contract is entered into (in which event Borrowers shall cause the failure of the Company or any other applicable Person to make provide Administrative Agent with a required contribution to a Plan copy of such Material Contract, if such failure is sufficient to give rise to a lien under Section 302(frequested by Administrative Agent); (E) of ERISAany order, judgment, or decree in an amount exceeding the Threshold Amount; provided, however, that no notice shall be required (F) the assertion of any claim against any such Person regarding such Person’s use, licensing, or ownership of the foregoing unless the circumstance could any Intellectual Property, if an adverse resolution in regard thereto would reasonably be expected to have a Material Adverse Effect; or (vG) any violation or asserted violation of (1) any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws or securities laws but not any Anti-Terrorism Laws or Anti-Corruption Laws), if an adverse resolution would reasonably be expected to have a Material Adverse Effect and (2) any Anti-Terrorism Laws or Anti-Corruption Laws; (H) any change to any information set forth in any Beneficial Ownership Certification or in any document made or delivered in connection therewith; (I) any such Person’s delivery or receipt of any Environmental Notice that would reasonably be expected to have a Material Adverse Effect; (J) the occurrence of any Environmental Release by any such Person or on any Property owned, leased, or Controlled by such Person that would reasonably be expected to have a material adverse change in Material Adverse Effect; (K) the businesstermination of any engagement of, creditor withdrawal or resignation from such engagement by, operations any such Person’ independent accountants; (L) any notice from any taxing authorities as to claimed deficiencies or financial condition any tax Lien exceeding $250,000; (M) any acceleration of the Company maturity of any Debt exceeding $250,000 of any such Person or the occurrence or existence of any event or circumstances that gives the holder of such Debt or securities laws the right to accelerate or terminate any commitment with respect to such Debt; (N) any loss or threatened loss of any material licenses, franchises, or permits of such Person; (O) the pendency of any proceeding for the condemnation or other taking of any of any such Person’s Property; and its Subsidiaries taken as a whole(P) any material amendment or change approved by the board of directors or other Governing Body of any Borrower or Subsidiary to the Projections submitted pursuant to Section 8.6(i).

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, provided that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the -36- 42 circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of --------------- any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, provided that -------- the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could could, if adversely determined, reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 10,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of -------- ------- the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning (a) In the event the Indenture Trustee shall have knowledge of an Event of Default, as promptly as practicable after, and in any event within 90 days after, the occurrence of any such Event of Default, the Indenture Trustee shall transmit by mail to the Collateral Agent, the Seller, the Issuer and the Noteholders, in accordance with Section 313(c) of the followingTIA, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an such Event of Default or an Unmatured hereunder known to the Indenture Trustee, unless such Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to Default shall have a Material Adverse Effect; (iii) the entry of any judgment been cured or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISAwaived; provided, however, that no notice that, except in the case of a default in the payment of the principal of or interest on any Class A Note, the Indenture Trustee shall be required protected in withholding such notice to any Person if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Indenture Trustee in good faith determine that the withholding of such notice is in the interests of the Noteholders. Subject to the terms of Sections 4.2, 4.4, 4.7 and 5.3 hereof, the Indenture Trustee shall take such action, or refrain from taking such action, with respect to any such Event of Default (including without limitation with respect to the exercise of any rights or remedies hereunder or under the Pooling Agreement) as the Indenture Trustee shall be instructed in writing by a Majority in Interest of the foregoing unless Noteholders. Subject to the circumstance could reasonably provisions of Section 5.3 hereof, if the Indenture Trustee shall not have received instructions as above provided within 20 days after notice of such Event of Default to the Noteholders, the Indenture Trustee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.1, take such action, or refrain from taking such action, but shall be expected under no duty to take or refrain from taking any action, with respect to any such Event of Default as it shall determine advisable in the best interests of the Noteholders and shall use the same degree of care and skill in connection therewith as a prudent man would use under the circumstances in the conduct of his own affairs. For all purposes of this Indenture, in the absence of actual knowledge on the part of an officer in its Corporate Trust Administration, the Indenture Trustee, shall not be deemed to have a Material Adverse Effect; orknowledge of any Event of Default unless notified in writing by the Collateral Agent, the Issuer Trustee or one or more Noteholders. (vb) The Indenture Trustee will furnish to any Noteholder who provides a written request to the occurrence Indenture Trustee asking to receive the same (which written request shall include the address of a material adverse change in such Noteholder to which the businesssame shall be furnished), creditpromptly upon receipt thereof, operations duplicates or copies of all reports, notices, requests, demands, certificates, financial condition statements and other instruments furnished to the Indenture Trustee under the Pooling Agreement or received from the Collateral Agent pursuant hereto to the extent the same shall not have been otherwise directly distributed to the Noteholders pursuant to the express provision of the Company and its Subsidiaries taken as a wholePooling Agreement.

Certain Notices. Forthwith MICA shall notify GE in writing promptly, but in no event later than five (5) Business Days upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) any litigation commenced against MICA, its officers, directors, shareholders, or an Affiliate of MICA, that may have a Material Adverse Effect upon MICA, the occurrence Collateral or GE's Lien on the Collateral, whether or not the claim is considered by MICA to be covered by insurance, and MICA shall also notify GE in writing promptly upon learning of any threatened litigation against MICA, or an Affiliate of MICA, in which the claim might have a Material Adverse Effect on MICA, the Collateral or GE's Lien on the Collateral; (ii) any Default or Event of Default known to MICA, or any event which with the passage of time or giving of notice or both would constitute a Default or Event of Default by MICA; (iii) any default by MICA or an Unmatured Event Affiliate under any material agreement other than this Agreement or the Scheduled Documents to which any of Default; (ii) the institution them is a party or by which any of them or any Litigation Action; provided, of their properties may be bound that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could is reasonably be expected likely to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent Effect on MICA and the Required Banks; Affiliates as a whole; (iv) the occurrence any penalty assessed against MICA, or an Affiliate of a Reportable Event with respect to MICA, by any Planfederal, state, or local government agency; the institution (v) any notice received from any federal, state, or local government agency of any steps violation by the CompanyMICA, or an Affiliate of MICA, of any ERISA Affiliatefederal, state, or local law or regulation, the PBGC commencement of any proceedings or investigations by or before any governmental on nongovernmental body affecting MICA, or an Affiliate of MICA, or any other Person of their respective properties, assets or businesses, in which the damages claimed or the potential liability would be reasonably likely to terminate any Plan; the institution of any steps by the Company exceed Fifty Thousand Dollars ($50,000) or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase which would be reasonably likely individually or in the contingent liability of the Company or any Subsidiary aggregate with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; providedactions, howeversuits and proceedings, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse EffectEffect on MICA or its Affiliates; or (vvi) any violation by MICA, or an Affiliate of MICA, of any such law or regulation of which MICA becomes aware, which violation could result in the assessment of a penalty or the revocation of a registration or license of MICA, or an Affiliate of MICA, by any federal, state, or local government agency; and (vii) any other event or condition having a Material Adverse Effect on (a) MICA, (b) the occurrence of a material adverse change in the business, credit, operations or financial condition aggregate value of the Company and its Subsidiaries taken as a wholeCollateral, or (c) the security interests created hereunder.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the Credit Agreement terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the 33 -28- Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto:being (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, provided that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing writing, and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could Credit Agreement reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks;; Credit Agreement (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company Guarantor or the Subsidiary affected with respect thereto: (iA) the occurrence of an Event of Default or an Unmatured Event of Default; (iiB) the institution of any Litigation Action; provided, that the Company Guarantor need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iiiC) the entry of any judgment or decree against the Company Guarantor or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company Guarantor and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company Guarantor or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company Guarantor or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks;Security Trustee; or (ivD) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the CompanyGuarantor, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company Guarantor or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company Guarantor or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company Guarantor or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of --------------- any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, provided that -------- the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could could, if adversely determined, reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 10,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing writing, and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of -------- ------- the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or operations, financial condition or prospects of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of The Company will notify the occurrence of any of the following, written notice thereof, describing the same Collateral Agent and the steps being taken by the Company or the Subsidiary affected with respect thereto: each Secured Party: (a) not less than 30 days prior to (i) any change in the occurrence of an Event of Default name or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to corporate structure under which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing conducts its business, and (ii) the amount for which opening of any new place of business or any change in any of the places where the books and records concerning the Collateral, or any part thereof, are kept (and will provide to the Collateral Agent prior to any such change all financing statement requested by it in connection with such new place of business or location of books and records, as well as any other security instrument that the Collateral Agent may require be executed by the Company in order to constitute a Lien upon any new Collateral that may be located (as permitted under Section 3.1.9 hereof) in said new place of business or books and records); and (b) promptly, of (i) the commencement of any Subsidiary is otherwise indemnified if litigation affecting any of the terms Collateral or the title thereto or rights therein, other than arising out of such indemnification are satisfactory disputes with Account Debtors pertaining to the Agent and the Required Banks; Collateral, in an aggregate amount not in excess of $25,000 not covered by insurance, or (ivii) the occurrence of a Reportable Event any material casualty or other loss affecting any material portion of the Collateral. Maintenance of the Collateral; Insurance. The Company will maintain the Collateral in good working order, saving and excepting ordinary wear and tear, and will not permit anything to be done to the Collateral which may materially impair the value or use thereof. The Collateral Agent and each Secured Party, or representatives designated by the Collateral Agent or such Secured Party, respectively, shall be permitted to enter the premises of the Company and examine, audit and inspect the Collateral at any reasonable time and from time to time without notice. The Company will promptly furnish to the Collateral Agent and each Secured Party all such additional information regarding the Collateral as the Collateral Agent or such Secured Party may from time to time reasonably request. The Company shall maintain insurance on the Collateral consisting of goods with respect such companies, in such amounts and against such risks as are consistent with industry standards, with loss payable to any Plan; the institution of any steps Collateral Agent as its interests may appear. Such insurance shall not be cancelable by the Company, any ERISA Affiliateunless with the prior written consent of the Collateral Agent, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate Company's insurer, unless with at least (i) 10 days advance written notice to withdraw from any Plan; the incurrence of any material increase Collateral Agent in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence event of a material adverse change cancellation for nonpayment of premiums or other amounts, or (ii) 30 days advance written notice to the Collateral Agent in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a wholeall other events.

Certain Notices. Forthwith (a) The Company shall promptly remit and shall refer to Reinsurer all inquiries involving the Reinsured Contracts, including without limitation, inquiries regarding additional Premiums, claims payments of policy provisions, limitations or exclusions. Claims relating to the Reinsured Contracts erroneously submitted to the Company will be forwarded promptly to the Reinsurer. (b) Each party agrees to notify in writing the other party, and provide to the other party copies of all relevant documents as promptly as practicable but in no event later than ten Business Days upon learning receipt of: (i) any written or oral communication from any Governmental Authority of such Governmental Authority's intention to commence any market conduct or other examination or review or to proceed with any administrative action, such as a hearing, fine, penalty, license suspension or revocation or similar action, against the occurrence of Company or Reinsurer, which examination, review or administrative action relates in any way to any of the following, written notice thereof, describing the same and the steps being taken by the Company Reinsured Contracts or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; Separate Account(s); (ii) the institution any inquiry or other communication from any Governmental Authority regarding Contractholder and/or consumer concerns; and (iii) notice of any Litigation Actionlitigation that is instituted, or of any complaint that any Person files with any state insurance department or other Governmental Authority, or otherwise arising out of or in connection with any activity or omission with respect to the Reinsured Contracts or the Separate Account(s). The Reinsurer shall have the authority to respond to and resolve all regulatory matters, consumer complaints and regulatory investigations and proceedings relating to the Reinsured Contracts or the Separate Account(s); providedPROVIDED, HOWEVER, that the Company need may participate in any and all such regulatory matters at the Company's expense, and, PROVIDED FURTHER, the Reinsurer shall not give notice have the authority to consent to any resolution that would restrict the Company's ability to conduct business, or require it to take or refrain from taking any action, other than with respect to the Reinsured Contracts or the Separate Account(s), or involve any admission of wrongdoing or violation of Law by the Company (a "MATERIAL REGULATORY PROCEEDING"). The Reinsurer agrees to promptly respond on behalf of the Company to inquiries received from Governmental Authorities regarding consumer inquiries and complaints relating to the Reinsured Contracts or Separate Account(s), and the Reinsurer shall keep the Company fully informed of the proceedings relative to all such matters. The Reinsurer shall conduct whatever investigation is reasonable under the circumstances in order to respond to such inquiries and to the extent so requested by the Company shall share with Company the information developed in such investigation. The Reinsurer shall promptly notify the Company of any new Litigation Action unless such Litigation Actioninquiry to which the Reinsurer determines that it will not provide a response and Company shall be entitled to handle any such matter at Reinsurer's cost and expense. Notwithstanding anything contained herein to the contrary, together with all other pending Litigation Actionsthe parties shall mutually agree to an appropriate response, including which party should respond, to any regulatory investigation or proceeding relating to the Reinsured Contracts or the Separate Account(s) which could reasonably be expected to have be a Material Adverse Effect;Regulatory Proceeding, and the parties hereby agree to cooperate and coordinate in resolving any and all Material Regulatory Proceedings. (iiic) Without limiting the entry generality of any judgment the foregoing, in the event that a claim or decree against the liability constituting a Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect Retained Liability becomes known to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by Reinsurer, Reinsurer shall promptly notify the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by shall provide the Company with copies of all supporting documentation and records pertaining to the claim or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of liability, and shall provide the Company or with reasonable assistance in recovering any Subsidiary reinsurance payable by a Person other than Reinsurer with respect to any post-retirement welfare benefits; or thereto, all at the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a wholeCompany's expense.

Certain Notices. Forthwith upon learning The Credit Parties shall provide the Agent with prompt (but in any event within 1 Business Day of the occurrence of any of the following, written notice or commencement thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iva) the occurrence of a Reportable Default or Event of Default and what action (if any) the Credit Parties are taking to correct the same; (b) any litigation with respect to any Plan; the institution a Credit Party or Subsidiary thereof involving an amount at issue in excess of any steps by the Company, any ERISA Affiliate, the PBGC $1,000,000 or changes in existing litigation or any other Person judgment against it or its assets in excess of $1,000,000; (c) any damage or loss to terminate property owned by a Credit Party or Subsidiary thereof in excess of $1,000,000; (d) any Plan; the institution of any steps notice received by the Company a Credit Party or Subsidiary thereof from taxing authorities as to claimed deficiencies or any tax lien or any notice received by a Credit Party or Subsidiary thereof relating to alleged ERISA Affiliate violations; (e) any Reportable Event, as defined in ERISA with respect to withdraw from a Credit Party or Subsidiary thereof; (f) any Plan; the incurrence pending or threatened labor dispute, strike or walkout, or expiration of any material increase in the contingent liability of the Company or any Subsidiary labor contract with respect to a Credit Party or Subsidiary thereof; (g) any post-retirement welfare benefits; rejection, return, offset, dispute, loss, or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have having a Material Adverse EffectEffect on any material Collateral; or (vh) the cancellation or termination of, or any material default under, any Material Agreement, except for any Material Agreement with a supplier or distributer to the extent such agreement is replaced substantially concurrently with such cancellation or termination thereof, or such material default thereunder, or is not reasonably necessary to the applicable Credit Party’s ordinary course of business; (i) any acceleration of the maturity of any Debt or other liability of any Credit Party or Subsidiary thereof or the occurrence or existence of any event or circumstances which gives the holder of such Debt or liability the right to accelerate; (j) any loss or threatened loss of material licenses or permits of a material adverse change in the businessCredit Party or Subsidiary thereof; or (k) any litigation with respect to a Credit Party or Subsidiary thereof alleging any potential or actual violation of health care laws, credit, operations including Medicare or financial condition of the Company and its Subsidiaries taken as a wholeMedicaid.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect theretoBorrower Representative shall notify Administrative Agent in writing: (i) of the occurrence or existence of an any Default or Event of Default immediately after any Responsible Officer of any Credit Party (or an Unmatured Event of DefaultHoldings) obtains knowledge thereof and promptly, but in any event within five (5) Business Days, what action (if any) Credit Parties are taking to correct the same; (ii) the institution promptly (but in any event within three (3) Business Days) after any Responsible Officer of any Litigation Action; providedCredit Party (or Holdings) obtains knowledge thereof, that the Company need not give notice occurrence of any new Litigation Action unless “Default” or “Event of Default” under, and as defined in, the ABL Debt Documents; (iii) promptly (but in any event within three (3) Business Days) after any amendment to the ABL Documents, and furnish a copy of such Litigation Actionamendment to Administrative Agent; and (iv) promptly (but in any event within five (5) Business Days) after any Responsible Officer of any Credit Party (or Holdings) obtains knowledge thereof, together with all other pending Litigation Actionsof any of the following that affects any Credit Party or Subsidiary or their respective Properties: (A) the threat in writing or commencement of any Adverse Proceeding whether or not covered by insurance, could if (1) an adverse determination in respect thereof would reasonably be expected to have a Material Adverse Effect; Effect or (iii2) relating to Collateral having a value of more than the entry of Threshold Amount; (B) any judgment material change in any existing Adverse Proceeding; (C) any pending or decree against threatened labor dispute, strike, or walkout, or the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence expiration of any material increase labor contract; (D) any default under or termination, cancellation, or suspension of a Material Contract or if any Material Contract is amended in the contingent liability of the Company any manner materially adverse to any such Person or any Subsidiary new Material Contract is entered into (in which event Borrowers shall cause the applicable Person to provide Administrative Agent with respect to a copy of such Material Contract, if requested by Administrative Agent); (E) any post-retirement welfare benefitsorder, judgment, or decree in an amount exceeding the Threshold Amount; (F) the assertion of a material claim against any such Person regarding such Person’s use, licensing, or the failure ownership of the Company any Intellectual Property; (G) any violation or asserted violation of (1) any Applicable Law (including ERISA, OSHA, FLSA, or any other Person to make a required contribution to a Plan Environmental Laws or securities laws but not any Anti-Terrorism Laws or Anti-Corruption Laws), if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could an adverse resolution would reasonably be expected to have a Material Adverse EffectEffect and (2) any Anti-Terrorism Laws or Anti-Corruption Laws; or (vH) any change to any information set forth in any Beneficial Ownership Certification or in any document made or delivered in connection therewith; (I) any such Person’s delivery or receipt of any Environmental Notice; (J) the occurrence of a material adverse change in any Environmental Release by any such Person or on any Property owned, leased, or Controlled by such Person; (K) the businesstermination of any engagement of, creditor withdrawal or resignation from such engagement by, operations any such Person’ independent accountants; (L) any notice from any taxing authorities as to claimed deficiencies or financial condition any tax Lien exceeding $250,000; (M) any acceleration of the Company maturity of any Debt exceeding $250,000 of any such Person or the occurrence or existence of any event or circumstances that gives the holder of such Debt or securities laws the right to accelerate or terminate any commitment with respect to such Debt; (N) any loss or threatened loss of any material licenses, franchises, or permits of such Person; (O) the pendency of any proceeding for the condemnation or other taking of any of any such Person’s Property; and its Subsidiaries taken as a whole(P) any material amendment or change approved by the board of directors or other Governing Body of any Borrower or Subsidiary to the Projections submitted pursuant to Section 8.6(i).

Certain Notices. Forthwith upon learning The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the followingLenders, unless the Administrative Agent shall have received written notice thereoffrom a Lender or the Borrower referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”. The Administrative Agent will notify the same and the steps being taken Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as may be requested by the Company Required Lenders in accordance with Section 13; provided that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or the Subsidiary affected refrain from taking such action, with respect thereto: to such Event of Default or Unmatured Event of Default as it shall deem advisable or in the best interest of the Lenders. In addition to the foregoing, (i) the Administrative Agent will notify the Lenders of its receipt of any notice, pursuant to Section 3.4 of the Construction Rider, of the occurrence of an a Force Majeure Event of Default or an Unmatured Event of Default; (iias defined in the Construction Rider) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if event which is likely to cause a material delay or interruption of construction, or the aggregate amount timely occurrence of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting Acceptance Date (ias defined in the Construction Rider) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) absent exigent circumstances, the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory Administrative Agent will provide commercially reasonable prior notice to the Agent and Lenders of Administrative Agent’s desire to observe and/or inspect the Required Banks; (iv) Project, so as to permit the occurrence of a Reportable Event with respect Lenders to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability avail themselves of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure right, set forth in Section 7.2 of the Company Construction Rider, to accompany Administrative Agent on any such observations or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a wholeinspections.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material Credit Agreement increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f303(k) of ERISA or a determination is made that any Plan is in “at risk” status (within the meaning of Section 303 of ERISA); provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.

Certain Notices. Forthwith upon learning of the occurrence of any of the following, written notice thereof, describing the same and the steps being taken by the Company or the Subsidiary affected with respect thereto: (i) the occurrence of an Event of Default or an Unmatured Event of Default; (ii) the institution of any Litigation Action; provided, that the Company need not give notice of any new Litigation Action unless such Litigation Action, together with all other pending Litigation Actions, could reasonably be expected to have a Material Adverse Effect; (iii) the entry of any judgment or decree against the Company or any Subsidiary if the aggregate amount of all judgments and decrees then outstanding against the Company and all Subsidiaries exceeds $50,000,000 after deducting (i) the amount with respect to which the Company or any Subsidiary is insured and with respect to which the insurer has not denied coverage in writing and (ii) the amount for which the Company or any Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Agent and the Required Banks; (iv) the occurrence of a Reportable Event with respect to any Plan; the institution of any steps by the Company, any ERISA Affiliate, the PBGC or any other Person to terminate any Plan; the institution of any steps by the Company or any ERISA Affiliate to withdraw from any Plan; the incurrence of any material increase in the contingent liability of the Company or any Subsidiary with respect to any post-retirement welfare benefits; or the failure of the Company or any other Person to make a required contribution to a Plan if such failure is sufficient to give rise to a lien under Section 302(f) of ERISA; provided, however, that no notice shall be required of any of the foregoing unless the circumstance could reasonably be expected to have a Material Adverse Effect; or (v) the occurrence of a material adverse change in the business, credit, operations or financial condition of the Company and its Subsidiaries taken as a whole.no