Common use of Notice of Litigation and Other Matters Clause in Contracts

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days Business Days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined that could reasonably be expected to have a Material Adverse Effect; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be the Threshold Amount assessed against the Parent any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (h) promptly, any other development or event which could reasonably be expected to have a Material Adverse Effect; and (viii) any event which makes any copies of all material notices relating to the Private Placement Note Purchase Agreement, the Additional Pari Passu Agreements or the Senior Notes received from or sent to the Noteholders. Each notice pursuant to Section 8.3 (other than Section 8.3(i)) shall be accompanied by a statement of a Responsible Officer of the representations set Borrower setting forth in details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 8.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be the Threshold Amount assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viih) any event which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof Borrower of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof Borrower from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof Borrower or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ivd) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such taking, or any loss of or substantial damage to the Property (excluding any such condemnation which only affects a de minimus portion of the Property); (e) any notice received by the Borrower with respect to the cancellation, alteration or non-renewal of any insurance coverage maintained by the Borrower except as in the ordinary course of the business of the Borrower solely in connection with the replacement of any such insurance coverage; (f) any failure by the Borrower or any contractor to perform any material obligation under any construction contract that is a Material Contract (including, without limitation, the Construction Contract), any event or condition which would permit termination of any such construction contract or suspension of work thereunder, or any notice given by the Borrower or any contractor with respect to any of the foregoing. (g) any attachment, judgment, lien, levy or order exceeding $1,000,000 500,000 that may be assessed against the Parent or any Subsidiary thereof Borrower (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof Borrower is a party or by which the Parent or any Subsidiary thereof Borrower or any of their respective its properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (j) from and after the Completion Date, any expiration, termination or cancellation of the Borrower's license to operate, Medicare Certification or Medicaid Certification or the receipt by the Borrower of any notice with respect thereto; and (viik) any event which makes any of the representations set forth in Section 9 5.1 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development of its Subsidiaries which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 that may be is assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract Significant Indebtedness to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates of the PBGC's or any other Governmental Authority's intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed to administer any Pension Plan or Canadian Pension Plan, (Ciii) all notices received by the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates from a Multiemployer Plan or Canadian Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or any other Applicable Law and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates has filed or intends to file a notice of intent to terminate any Pension Plan or Canadian Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; andERISA or otherwise; (viig) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (h) any notice delivered to the Borrower or the Canadian Borrower, or sent by or on behalf of the Borrower or the Canadian Borrower, with respect to the Canadian Credit Agreement or any of the loan documents executed in connection therewith (including a copy of any such notice).

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregateif adversely determined, could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 750,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any respect. The Borrower hereby acknowledges that the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”). Notwithstanding anything to the contrary contained in the preceding sentence, the Borrower’s compliance with respect to the timely delivery of Borrower Materials shall be determined by reference to the date such Borrower Materials are initially delivered by the Borrower to the Administrative Agent, not by reference to the date such Borrower Materials are posted on the Platform. The Borrower will cooperate with the Administrative Agent in connection with the publication of Borrower Materials pursuant to this Article VII and will designate Borrower Materials (a) that are either available to the public or not material with respect to the Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws, as “Public Information” and (b) that are not Public Information as “Private Information”.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten five (105) days Business Days after an officer of the Parent AHL obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all material proceedings and investigations by or before any Governmental Authority and all material actions and proceedings in any court or before any arbitrator against or involving the Parent AHL or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent AHL or any Subsidiary thereof from any Governmental Authority includingAuthority, including without limitation, any notice of a material violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any material labor controversy that has resulted in, or threatens could reasonably be expected to result in, a strike or other work action against the Parent AHL or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Material Judgment Amount that may be assessed against the Parent or threatened against AHL or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ae) any Default or Event of Default or Default; (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent AHL or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent AHL or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) the failure of any Borrower or any ERISA Affiliate to make a required installment or payment under Section 302 of ERISA or Section 412 of the Code by the due date, (ii) any unfavorable determination letter from Termination Event or "prohibited transaction," as such term is defined in Section 406 of ERISA or Section 4975 of the Code, in connection with any Employee Benefit Plan or any trust created thereunder, along with a description of the nature thereof, what action such Borrower has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service regarding Service, the qualification Department of an Employee Benefit Plan under Section 401(a) of Labor or the Code (along PBGC with a copy thereof)respect thereto, (Biii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Civ) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and ERISA, (Dv) the Parent any Borrower obtaining knowledge or reason to know that the Parent AHL or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, and (vi) the requirement to file any notice with the Internal Revenue Service, Department of Labor, PBGC or any plan participant, beneficiary or alternate payee required under Sections 101(d), 302(f)(4), 303 and 307 of ERISA or under Section 401(a)(29) of the Code with respect to any Employee Benefit Plan of any Borrower or any ERISA Affiliate; andor (viih) any event which makes any of the representations set forth in Section 9 5.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof U.S. Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent U.S. Borrower or any Subsidiary thereof or any contractor or any material development of its Subsidiaries which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 that may be is assessed against the Parent U.S. Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract Significant Indebtedness to which the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates of the PBGC's ’s or any other Governmental Authority’s intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed to administer any Pension Plan or Canadian Pension Plan, (Ciii) all notices received by the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates from a Multiemployer Plan or Canadian Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or any other Applicable Law and (Div) the Parent U.S. Borrower obtaining knowledge or reason to know that the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates has filed or intends to file a notice of intent to terminate any Pension Plan or Canadian Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; andERISA or otherwise; (viig) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (h) any notice delivered to the U.S. Borrower, or sent by or on behalf of the U.S. Borrower, with respect to the U.S. Credit Agreement or any of the loan documents executed in connection therewith (including a copy of any such notice).

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development of its Subsidiaries which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 that may be is assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract Significant Indebtedness to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates of the PBGC's ’s or any other Governmental Authority’s intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed to administer any Pension Plan or Canadian Pension Plan, (Ciii) all notices received by the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates from a Multiemployer Plan or Canadian Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or any other Applicable Law and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates has filed or intends to file a notice of intent to terminate any Pension Plan or Canadian Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; andERISA or otherwise; (viig) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (h) any notice delivered to the Borrower or the Canadian Borrower, or sent by or on behalf of the Borrower or the Canadian Borrower, with respect to the Canadian Credit Agreement or any of the loan documents executed in connection therewith (including a copy of any such notice).

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent any Credit Party or any Restricted Subsidiary thereof obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations any proceeding or investigation by or before any Governmental Authority and all actions and proceedings any action or proceeding in any court or before any arbitrator against or involving the Parent any Credit Party or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses whichin each case that could reasonably be expected to be adversely determined and, individually or in the aggregateif adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation of law received by the Parent any Credit Party or any Restricted Subsidiary thereof from any Governmental Authority Authority, including, without limitation, any notice of violation of or liability under Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Restricted Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ae) any attachment, judgment, lien, levy or order, in each case as issued by a Governmental Authority, exceeding the Threshold Amount that may be assessed against any Credit Party or any Restricted Subsidiary thereof; (i) any unfavorable determination letter from the Internal Revenue Service IRS, or with respect to a Multiemployer Plan, any notice from a Multiemployer Plan regarding any unfavorable determination letter from the IRS, regarding the qualification of an Employee Benefit Plan or Multiemployer Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices any notice received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices any notice received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning evidencing the imposition or amount of material withdrawal liability pursuant to Section 4202 of ERISA or any other Applicable Law and (Div) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISAERISA is filed with the PBGC by any Credit Party or any ERISA Affiliate or otherwise received by any Credit Party or any ERISA Affiliate; and (viig) any event which makes any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice pursuant to Section 9.3 shall be accompanied by a statement of a Responsible Officer of the representations set Borrower setting forth in details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 9.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effectresult in material liability to the Borrower and its Subsidiaries; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ivc) any attachment, judgment, lien, levy or order exceeding $1,000,000 2,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ad) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which which, in the case of clause (ii), could reasonably be expected to have a Material Adverse Effect; (Ai) a Termination Event, and, except for any of the following events or conditions set forth in clauses (ii) through (v) of this clause (e) that would not reasonably be expected to have a Material Adverse Effect, (ii) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Biii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Civ) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability imposed pursuant to Section 4202 of ERISA and (Dv) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viif) any event which makes any of the representations set forth in Section 9 7.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 7.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect.. Each notice pursuant to Section 8.4 (other than Section 8.4(f)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.4(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached

Notice of Litigation and Other Matters. Prompt Promptly provide (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually or in the aggregateeach case, which could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens or, in management's judgment, is reasonably likely to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 250,000 that may be assessed against or to the Parent Borrower's knowledge, threatened against the Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default Default, or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound bound, which event could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, which could reasonably be expected determined to have result in a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of material violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected determined to have result in a Material Adverse Effect; (ivd) any attachment, judgment, lienLien, levy or order exceeding Two Million Dollars ($1,000,000 2,000,000) that may be assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) (i) any Default or Event of Default Default, or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Af) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (g) contemporaneously with the delivery of the quarterly reports required herein, (and, upon the occurrence and during the continuation of an Event of Default, on a more frequent basis if requested by the Administrative Agent), a list of all Material Government Contracts which have (i) been completed or have lapsed or terminated and not renewed or (ii) been entered into, in each case, since the most recent list provided by the Borrower and signed by a Responsible Officer of the Borrower as of the last Business Day of such Fiscal Quarter; and (viih) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, which involves an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which Laws involving an amount in any such case could reasonably be expected to have a Material Adverse Effectexcess of $5,000,000 individually or in the aggregate; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof at any material business location of any Borrower or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse EffectSubsidiary; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default, (ii) the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default or (Biii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent any Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent any Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to if such default or event of default shall have a Material Adverse EffectEffect on any Borrower or any Subsidiary; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent US Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, which individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent US Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that (i) has resulted inin a strike or other work stoppage or slow down against the US Borrower or any Subsidiary thereof, or (ii) threatens to result in, a strike or other work action stoppage or slow down against the Parent US Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to to, individually or in the aggregate with any other labor controversy, work stoppage or slow down, have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) that may be assessed against or threatened against the Parent US Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent US Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent US Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent US Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or Multiemployer Plan or to have a trustee appointed to administer any Pension Plan or Multiemployer Plan, (Ciii) all notices received by the Parent US Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and ERISA, (Div) the Parent Borrowers obtaining knowledge or reason to know that the Parent US Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA and (v) any documents or correspondence with any Governmental Authority resulting from the occurrence of a “reportable event” (as defined by Section 4043(c) of ERISA); and (viig) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect. Each notice pursuant to this Section 8.5 shall be accompanied by a statement of a Responsible Officer of the US Borrower setting forth details of the occurrence referred to therein and stating what action the US Borrower or any Subsidiary thereof, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.5(e)(i) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached; provided that, delivery of the foregoing notices shall be deemed to have been made if made available on XXXXX Online or the website of the US Borrower and the US Borrower shall have given notice thereof to Administrative Agent.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days Business Days after an officer of the Parent any Borrower or any Subsidiary obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually or which in the aggregate, any such case could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, including without limitation, limitation any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development Subsidiary, which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 (in any such case, which is not covered by insurance, or as to which the insurer has disclaimed insurance coverage, or which is not stayed or bonded) that may be assessed against the Parent any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Subsidiary; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent any Borrower or any Subsidiary thereof is a party or by which the Parent any Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower, any Subsidiary or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower, any Subsidiary or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 hereof inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent a Responsible Officer obtains knowledge thereof) the Parent shall furnish telephonic and (confirmed in writing to the Bank) or written notice ofto the Bank: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any of the Parent Credit Parties or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregate, could reasonably be expected to reasonable judgment of the Credit Parties would have a Material Adverse Effect, (ii) with respect to any material Debt of the Credit Parties or any of their Restricted Subsidiaries or (iii) with respect to any Loan Document; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by any of the Parent Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to would have a Material Adverse Effect;; and (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Plan under Section 401(a) of the Code (along with a copy thereof)) which would have a Material Adverse Effect, (Bii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which would have a Material Adverse Effect, (Div) the Parent Credit Parties obtaining knowledge or reason to know that the Parent Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and , (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan which would have a Material Adverse Effect, and (vii) the creation of any event which makes any lien in favor of the representations set forth in Section 9 inaccurate in any respectPBGC or a Pension Plan which would have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, which could reasonably be expected determined to have result in a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of material violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected determined to have result in a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default Default, or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (g) contemporaneously with the delivery of the quarterly reports required herein, (and, upon the occurrence and during the continuation of an Event of Default, on a more frequent basis if requested by the Administrative Agent), a list of all Material Government Contracts which have (i) been completed or have lapsed or terminated and not renewed or (ii) been entered into, in each case, since the most recent list provided by the Borrower and signed by a Responsible Officer of the Borrower as of the last Business Day of such fiscal quarter; and (viih) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days Business Days after an officer any Responsible Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, in each case which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, in a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be has been assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes announcement by Xxxxx'x or S&P of any of the representations set forth change in Section 9 inaccurate in any respecta Debt Rating.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days (unless otherwise specified herein) after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or which in the aggregate, any such case could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority which could reasonably be expected to have a Material Adverse Effect including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order in an amount or with respect to assets of the Borrower or any of its Subsidiaries exceeding $1,000,000 25,000,000 that may be rendered, assessed or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Av) any Default or Event of Default or Default; (Bvi) any reportable event for which constitutes notice is required under ERISA and not otherwise waived by the PBGC or which "prohibited transaction," as such term is defined in Section 406 of ERISA or Section 4975 of the Code, in connection with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Plan or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound trust created thereunder which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) result in liability of the Code (Borrower or any member of the Controlled Group in an aggregate amount exceeding $25,000,000, along with a copy description of the nature thereof), (B) all notices received what action the Borrower has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Parent IRS, the DOL or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISAPBGC with respect thereto; and (vii) any event which makes any of the representations set forth in Section 9 Article IV inaccurate in any respectmanner which could reasonably be expected to have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effectresult in material liability to the Parent Borrower and its Subsidiaries; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ivc) any attachment, judgment, lien, levy or order exceeding $1,000,000 2,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ad) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which which, in the case of clause (ii), could reasonably be expected to have a Material Adverse Effect; (Ai) a Termination Event, and, except for any of the following events or conditions set forth in clauses (ii) through (v) of this clause (e) that would not reasonably be expected to have a Material Adverse Effect, (ii) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Biii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Civ) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability imposed pursuant to Section 4202 of ERISA and (Dv) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viif) any event which makes any of the representations set forth in Section 9 7.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 7.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 8.5 (other than Section 8.5(f)) shall be accompanied by a statement of a Responsible Officer of the Parent Borrower setting forth details of the occurrence referred to therein and stating what action the Parent Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.5(d)(i) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten three (103) days after an officer of the Parent any Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all material proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent ACC or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent ACC or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of a material violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens could reasonably be expected to result in, a strike or other work action against the Parent ACC or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or threatened against ACC or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Subordinated Debt or other Material Contract to which the Parent ACC or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent ACC or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) the failure of ACC or any ERISA Affiliate to make a required installment or payment under Section 302 of ERISA or Section 412 of the Code by the due date, (ii) any unfavorable determination letter from Canadian Termination Event, (iii) any Termination Event or "prohibited transaction", as such term is defined in Section 406 of ERISA or Section 4975 of the Code, in connection with any Employee Benefit Plan or any trust created thereunder, along with a description of the nature thereof, what action ACC has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service regarding Service, the qualification Department of an Employee Benefit Plan under Section 401(a) of Labor or the Code (along PBGC with a copy thereof)respect thereto, (Biv) all notices received by the Parent ACC or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Cv) all notices received by the Parent ACC or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and ERISA, (Dvi) the Parent any Borrower obtaining knowledge or reason to know that the Parent ACC or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and, and (vii) any notice from the Canadian federal Superintendent of Insurance or any other Governmental Authority advising that the Governmental Authority intends to declare a Canadian Plan terminated or appoint a trustee or curator thereto, (viii) becoming aware, or receiving any notice from any Governmental Authority that (A) ACC or any Subsidiary thereof has ceased to be in conformity with the prescribed tests and standards applicable to a Canadian Plan, (B) any administrator of a Canadian Plan has failed to furnish any prescribed information and reports, or (C) any contravention of any applicable Canadian Law has occurred, which, in each case, constitutes grounds under Canadian Law for the termination of, or the appointment of a trustee or curator to, any Canadian Plan or for the imposition of a fine or penalty; (viig) the enactment or promulgation after the date hereof of any federal, state, provincial or local statute, regulation or ordinance or judicial or administrative decision or order (or, to the extent that any Borrower has knowledge thereof, any such proposed statute, regulation, ordinance, decision or order, whether by the introduction of legislation or the commencement of rulemaking or similar proceedings or otherwise) having a material effect or relating to the operation of the Network Facilities by ACC or any of its Subsidiaries (including, without limitation, any statutes, decisions or orders affecting long distance telecommunication resellers generally and not directed against ACC or any of its Subsidiaries specifically) which have been issued or adopted (or which have been proposed) and which could reasonably be expected to have a Material Adverse Effect; or (h) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses businesses, which, individually or in the aggregateif adversely determined, could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, and Safety Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, in a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined that could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 that may be assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Default, Event of Default or Senior Note Default; (Bf) any event which makes any of the representations set forth in SECTION 6.1 inaccurate in any respect; (g) any other development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect; and (h) any notice received under or in connection with the Mellon Note Purchase Agreement or any event, known to the Borrower, which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respectMellon Note Documents.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent a Responsible Officer obtains knowledge thereof) furnish telephonic and (confirmed in writing to the Administrative Agent for delivery to each Lender) or written notice to the Administrative Agent for delivery to each Lender of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any of the Parent Credit Parties or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregatereasonable judgment of the Parent Borrower would, could reasonably be expected to if adversely determined, have a Material Adverse Effect, (ii) with respect to any Debt equal to or in excess of $25,000,000 of the Credit Parties or any of their Restricted Subsidiaries or (iii) with respect to any Loan Document; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by any of the Parent Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to would have a Material Adverse Effect; (iiic) the occurrence of any labor controversy that has resulted in, or threatens to result in, a strike or other work action against Internal Control Event which in the reasonable judgment of the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to Borrower would have a Material Adverse Effect;, together with a written statement of a Responsible Officer specifying the nature of such Internal Control Event, and the action that the Parent Borrower has taken and proposes to take with respect thereto; and (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Plan under Section 401(a) of the Code (along with a copy thereof)) which would have a Material Adverse Effect, (Bii) all notices from the PBGC received by any of the Parent Credit Parties or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which would have a Material Adverse Effect, (Div) the Parent a Responsible Officer obtaining knowledge or reason to know that any of the Parent Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and , (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan which would have a Material Adverse Effect, and (vii) the creation of any event which makes any lien in favor of the representations set forth in Section 9 inaccurate in any respectPBGC or a Pension Plan which would have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually except where such proceeding or in the aggregate, could investigation would not reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined that could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default, (ii) the occurrence or existence of any event or circumstance that forseeably will become a Default or Event of Default or (Biii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer a Responsible Officer of the Parent any Credit Party obtains knowledge thereofthereof ) furnish telephonic and (confirmed in writing to the Administrative Agent for delivery to each Lender) or written notice to the Administrative Agent for delivery to each Lender of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any of the Parent Credit Parties or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregate, could reasonably be expected to reasonable judgment of the Credit Parties would have a Material Adverse Effect, (ii) with respect to any material Debt of the Credit Parties or any of their Restricted Subsidiaries or (iii) with respect to any Loan Document; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by any of the Parent Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to would have a Material Adverse Effect;; and (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Plan under Section 401(a) of the Code (along with a copy thereof)) which would have a Material Adverse Effect, (Bii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which would have a Material Adverse Effect, (Div) the Parent Credit Parties obtaining knowledge or reason to know that the Parent Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and , (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan which would have a Material Adverse Effect, and (vii) the creation of any event which makes any lien in favor of the representations set forth in Section 9 inaccurate in any respectPBGC or a Pension Plan which would have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt Furnish to the Administrative Agent, the Issuing Bank and each Lender prompt (but in no event later than ten (10) 10 days after an any executive officer of the Parent any GGS Company obtains knowledge thereof) telephonic and written notice ofof the following: (ia) the commencement of, or notice of all intention of any person to commence, any proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof GGS Company or any of its their respective properties, assets or businesses which, individually or in the aggregate, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof GGS Company from any Governmental Authority including, without limitation, including any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development GGS Company which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order GGS Company and which is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully adequately covered by insurance); (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof GGS Company is a party or by which the Parent or any Subsidiary thereof GGS Company or any of their respective properties may be bound and which such event could reasonably be expected to have a Material Adverse Effect, in each case specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (Af) with respect to any of the following matters which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any GGS Company or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any GGS Company or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any GGS Company obtaining knowledge or reason to know that the Parent any GGS Company or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (g) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (viih) any event which makes any change in the Borrower’s public corporate credit rating by S&P, in the Borrower’s public corporate family rating by Xxxxx’x or in the ratings of the representations set forth Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in Section 9 inaccurate in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities. The Borrower hereby acknowledges that (a) the Administrative Agent and/or an Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that at any respecttime that the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 50,000 individually or $100,000 in the aggregate that may be assessed against the Parent or threatened against any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent any Borrower or any Subsidiary thereof is a party or by which the Parent any Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (g) any change in the Senior Unsecured Debt Rating of Cornerstone; and (viih) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no -------------------------------------- event later than ten (10) days after an officer the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any individually or together with all such case other notices of violation, could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default or Default; (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound bound, the result of which could reasonably be expected to have a Material Adverse Effect;; and (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Parent, Holdings or the Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party, or any Subsidiary thereof or any of its their respective properties, assets or businesses which, which individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, including any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens is reasonably expected to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to to, individually or in the aggregate with any other labor controversy, work stoppage or slow down, have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) that may be assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect;Default; and (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Parent, Holdings or the Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any . Each notice pursuant to this Section 7.5 shall be accompanied by a statement of a Responsible Officer of the representations set Parent setting forth in details of the occurrence referred to therein and stating what action the Parent or any Subsidiary thereof, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 7.5(e) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached; provided that, delivery of the foregoing notices shall be deemed to have been made if made available on Xxxxx Online or the website of the Parent and the Parent shall have given notice thereof to Administrative Agent.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten five (105) days Business Days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (a) (i) the commencement occurrence of all proceedings and investigations by an adverse development with respect to any litigation or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or proceeding involving the Parent or any Subsidiary thereof Borrower or any of its properties, assets or businesses which, individually or in the aggregate, Subsidiaries which could reasonably be expected to have a Material Adverse Effect or (ii) the commencement of any litigation or proceeding involving the Borrower or any of its Subsidiaries which in the reasonable judgment of the Borrower could result in a Material Adverse Effect, together with a description in reasonable detail of such commencement of, or adverse development with respect to, such litigation or proceeding; (iii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof Guarantor from any Governmental Authority including, without limitation, including any notice of violation or alleged violation of Environmental Laws, or (ii) any knowledge of the presence or release of any Hazardous Material within, on, from, relating to or affecting any property, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect[Intentionally Omitted]; (ivd) any attachment, judgmentjudgment (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage), lien, levy or order exceeding $1,000,000 the Threshold Amount that may reasonably be expected to be assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Guarantor; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound bound; (i) the institution of any steps by any Credit Party or any other Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan sponsored or maintained by any Credit Party if such failure is sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code or (iii) if any of the subsequently listed events have occurred with respect to any Pension Plan sponsored or maintained by any Credit Party, or any ERISA Affiliate: the occurrence of termination of such Pension Plan, the failure to make a required contribution to such Pension Plan, the failure to satisfy the minimum funding standard for a year, the request for a waiver of the minimum funding standard for any year, the withdrawal from a Multiemployer Plan, the adoption of an amendment which results in a funded current liability percentage of less than 60%, the engaging in one or more prohibited transactions, the failure to comply with reporting and disclosure requirements or engaging in any breach of fiduciary responsibility, which, in each of clause (i), (ii) or (iii), could reasonably be expected to have result in, a Material Adverse Effect, together with copies of all documentation relating thereto; (Ag) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with event or development that results in, or could reasonably be expected to result in a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISAMaterial Adverse Effect; and (viih) promptly upon their becoming publicly available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available by the Borrower or MLP to any of its security holders in compliance with the Exchange Act, or any comparable Federal or state laws relating to the disclosure by any Person of information to its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Borrower or MLP with any securities exchange or with the Securities and Exchange Commission or any governmental authority succeeding to any of its functions (other than registration statements on Form S-8 and Annual Reports on Form 10-K), and (iii) all press releases and other similar written statements made available by the Borrower or MLP to the public concerning material developments in the business of the Borrower or MLP, as the case may be. Documents required to be delivered pursuant to this Article may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 14.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent, if requested, by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event which makes shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may (but shall not be obligated to) make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the representations Borrower hereunder or pursuant to any other Loan Document or the transactions contemplated therein (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9 inaccurate 14.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any respectkind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other Credit Parties, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s or the Administrative Agent’s transmission of communications through the Platform.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent a Responsible Officer obtains knowledge thereof) furnish telephonic and (confirmed in writing to the Administrative Agent for delivery to each Lender) or written notice to the Administrative Agent for delivery to each Lender of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any of the Parent Credit Parties or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregatereasonable judgment of the Parent Borrower would, could reasonably be expected to if adversely determined, have a Material Adverse Effect, (ii) with respect to any Debt equal to or in excess of $25,000,000 of the Credit Parties or any of their Restricted Subsidiaries or (iii) with respect to any Loan Document; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by any of the Parent Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to would have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices from the PBGC received by any of the Parent Credit Parties or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and ERISA, (Div) the Parent a Responsible Officer obtaining knowledge or reason to know that any of the Parent Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan, and (vii) the creation of any Lien in favor of the PBGC or a Pension Plan, in each case, where any of the foregoing clauses (i)-(vii) would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (d) knowledge of any Responsible Officer of any investigation or proposed investigation by the Pensions Regulator which could reasonably be expected to lead to the issue of a Financial Support Direction or a Contribution Notice to any Credit Party; and (viie) receipt by any event which makes any Credit Party of a Financial Support Direction or a Contribution Notice from the representations set forth in Section 9 inaccurate in any respectPensions Regulator.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof U.S. Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent U.S. Borrower or any Subsidiary thereof or any contractor or any material development of its Subsidiaries which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 that may be is assessed against the Parent U.S. Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract Significant Indebtedness to which the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Af) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates of the PBGC's ’s or any other Governmental Authority’s intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed to administer any Pension Plan or Canadian Pension Plan, (Ciii) all notices received by the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates from a Multiemployer Plan or Canadian Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or any other Applicable Law and (Div) the Parent U.S. Borrower obtaining knowledge or reason to know that the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates has filed or intends to file a notice of intent to terminate any Pension Plan or Canadian Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; andERISA or otherwise; (viig) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (h) any notice delivered to the U.S. Borrower, or sent by or on behalf of the U.S. Borrower, with respect to the U.S. Credit Agreement or any of the loan documents executed in connection therewith (including a copy of any such notice).

Notice of Litigation and Other Matters. Prompt Furnish to the Administrative Agent and each Lender prompt (but in no event later than ten (10) 10 days after an any executive officer of the Parent any GGS Company obtains knowledge thereof) telephonic and written notice ofof the following: (ia) the commencement of, or notice of all intention of any person to commence, any proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof GGS Company or any of its their respective properties, assets or businesses which, individually or in the aggregate, which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof GGS Company from any Governmental Authority including, without limitation, including any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development GGS Company which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order GGS Company and which is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully adequately covered by insurance); (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof GGS Company is a party or by which the Parent or any Subsidiary thereof GGS Company or any of their respective properties may be bound and which such event could reasonably be expected to have a Material Adverse Effect, in each case specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (Af) with respect to any of the following matters which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any GGS Company or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any GGS Company or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any GGS Company obtaining knowledge or reason to know that the Parent any GGS Company or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (g) any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (viih) any event which makes any change in the Borrower’s public corporate credit rating by S&P, in the Borrower’s public corporate family rating by Xxxxx’x or in the ratings of the representations set forth Credit Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facility on a “CreditWatch” or “WatchList” or any similar list, in Section 9 inaccurate in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facility. The Borrower hereby acknowledges that (a) the Administrative Agent and/or an Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that at any respecttime that the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten five (105) days Business Days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all any proceedings and investigations by or before any Governmental Authority Authority, and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its properties, assets or businesses whichbusinesses, individually or in the aggregate, which could reasonably be expected believed to have create a Material Adverse Effectpotential liability or judgment in excess of $1,000,000; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof Borrower from any Governmental Authority including, without limitation, any notice of violation of any Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse EffectLaw; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse EffectBorrower; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or threatened against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Borrower; (Ai) the institution of any Default or Event of Default or (B) steps by any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent Person to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Dii) the Parent obtaining knowledge or reason failure to know that the Parent or any ERISA Affiliate has filed or intends make a required contribution to file a notice of intent to terminate any Pension Plan if such failure is sufficient to give rise to a Lien under a distress termination within the meaning of Section 4041(c302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; (f) any change (i) in the Borrower’s corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of the Borrower’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in the Borrower’s identity or corporate structure, (iv) in the Borrower’s Federal Taxpayer Identification Number or (v) in the Borrower’s jurisdiction of organization (and the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral); (g) if any material portion of the Collateral is damaged or destroyed; (h) any change of any Authorized Officer; (i) any condition or event that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; (j) any Disposition; (k) any default under a Servicing Agreement; and (viil) any event which makes any of the representations set forth in Section 9 inaccurate in any respectMaterial Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effectresult in an effect on the Borrower’s earnings in an amount that exceeds the Threshold Amount; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse EffectSubsidiary; (ivd) any attachment, judgment, lienLien, levy or order that could reasonably be expected to result in an effect on the Borrower’s earnings in an amount exceeding $1,000,000 the Threshold Amount that may be assessed against or threatened in writing against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Subsidiary; (Ai) any Default or Event of Default Default, or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Material Subsidiaries is a party or by which the Parent Borrower or any Material Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Af) any breaches or defaults under any Material Contract that the Borrower or any Material Subsidiary is contesting in good faith through applicable proceedings; (g) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viih) any event which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect as of any date on which such representations are made or deemed to be made, or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect, as of any date on which such representations are made or deemed to be made, if any such inaccuracy, alone or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (i) promptly after the same are available, copies of each annual report, quarterly report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, quarterly, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Lender pursuant hereto. (i) the Borrower shall deliver paper copies of such documents to Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Lender and (ii) the Borrower shall notify Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Lender by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Section 6.2 to Lender. Except for such Officer’s Compliance Certificates, Lender shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) 10 days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, in a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viih) any event which makes any of the representations set forth in Section 9 Article VI that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VI that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 7.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent a Responsible Officer obtains knowledge thereof) the Borrower shall furnish telephonic and (confirmed in writing to the Bank) or written notice to the Bank of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any of the Parent Credit Parties or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregate, could reasonably be expected to reasonable judgment of the Borrower would have a Material Adverse Effect, (ii) with respect to any material Debt of the Credit Parties or any of their Restricted Subsidiaries or (iii) with respect to any Loan Document; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any written notice of any alleged violation received by any of the Parent Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of alleged violation of Environmental Laws, which that in the reasonable judgment of the Borrower in any such case could reasonably be expected to would have a Material Adverse Effect;; and (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Pension Plan under Section 401(a) of the Code (along with a copy thereof)) which would have a Material Adverse Effect, (Bii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which would have a Material Adverse Effect, (Div) any Responsible Officer of the Parent Credit Parties obtaining knowledge or reason to know that the Parent Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and , (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan which would have a Material Adverse Effect, and (vii) the creation of any event which makes any lien in favor of the representations set forth in Section 9 inaccurate in any respectPBGC or a Pension Plan which would have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 500,000 that may be assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viih) any event which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrowers obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually and involving claims of $1,000,000 or in the aggregate, could reasonably be expected to have a Material Adverse Effectmore; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to would have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to would have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be has been assessed against the Parent any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect;Default; and (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event ERISA which makes any of the representations set forth in Section 9 inaccurate in any respectwould have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent US Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, which individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent US Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that (i) has resulted inin a strike or other work stoppage or slow down against the US Borrower or any Subsidiary thereof, or (ii) threatens to result in, a strike or other work action stoppage or slow down against the Parent US Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to to, individually or in the aggregate with any other labor controversy, work stoppage or slow down, have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) that may be assessed against or threatened against the Parent US Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent US Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent US Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Af) (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent US Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent US Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrowers obtaining knowledge or reason to know that the Parent US Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any respect. Each notice pursuant to this Section 7.5 shall be accompanied by a statement of a Responsible Officer of the US Borrower setting forth details of the occurrence referred to therein and stating what action the US Borrower or any Subsidiary thereof, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.5(e)(i) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached; provided that, delivery of the foregoing notices shall be deemed to have been made if made available on XXXXX Online or the website of the US Borrower and the US Borrower shall have given notice thereof to Administrative Agent.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually except where such preceding or in the aggregate, could investigation would not reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 500,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 500,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually or in the aggregate, result of which could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 750,000 that may be assessed against the Parent or threatened against any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or Default, (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Incarceration Agreement or Material Contract to which the Parent any Borrower or any Subsidiary thereof is a party or by which any Borrower or any Subsidiary thereof or any of their respective properties is bound (to the Parent extent any Borrower has actual knowledge or notice thereof), (iii) any termination prior to the stated termination date under any Incarceration Agreement or Material Contract to which any Borrower or any Subsidiary thereof is a party or by which any Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected or (iv) any lease default by a counterparty to have a Material Adverse Effectany Lease; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten fifteen (1015) days after an officer a Responsible Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of of, or any material development in, all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which that in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Restricted Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined that could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy litigation or order exceeding $1,000,000 that may be assessed against proceeding affecting the Parent Borrower or any Subsidiary thereof (of its Restricted Subsidiaries that could reasonably be expected to be determined adversely to the extent such attachment, judgment, lien, levy Borrower or order its Restricted Subsidiaries and in which the amount involved is $25,000,000 or more and not fully covered by insurance and with respect to or in which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy injunctive or order similar relief is fully covered by insurance)sought; (Ae) (i) any Default or Event of Default or (Bii) any event which that constitutes or which that with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse EffectIndebtedness; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (g) the designation of any Subsidiary as a “restricted subsidiary” (or any similar designation), or the joinder of any Subsidiary as a guarantor, under any Material Indebtedness or any other Indebtedness permitted pursuant to Section 10.1(k); and (viih) (i) any event which makes announcement by Xxxxx’x, S&P and/or Fitch of any of change in Debt Rating and (ii) any request by the representations set forth in Section 9 inaccurate in Borrower to any respectrating agency that such agency not maintain the Borrower’s corporate or corporate family rating, as applicable.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually involve an amount in controversy in excess of $1,000,000, or in the aggregate, could reasonably be expected to have a Material Adverse Effectaggregate involve an amount in controversy in excess of $5,000,000; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority Authority, including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding which, individually exceeds $1,000,000 1,000,000, or in the aggregate exceeds $5,000,000, that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof is a party or by which the Parent Borrower, or any Subsidiary thereof or any of their respective properties property may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) the establishment of any new Employee Benefit Plan, the commencement of contributions to any plan to which the Borrower or any ERISA Affiliate was not previously contributing or any increase in the benefits of any existing Employee Benefit Plan, (ii) each funding waiver request filed with respect to any Employee Benefit Plan and all communications received or sent by the Borrower or any ERISA Affiliate with respect to such request, (iii) the failure of the Borrower or any ERISA Affiliate to make a required installment or payment under Section 302 of ERISA or Section 412 of the Code by the due date, (iv) any Termination Event or "prohibited transaction", as such term is defined in Section 406 of ERISA or Section 4975 of the Code, in connection with any Pension Plan or any trust created thereunder, along with a description of the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, (v) any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bvi) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Cvii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan, (viii) all notices received by the Parent or Borrower of any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Dix) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any material respect; and (h) any proposed material amendment, change or modification to, or waiver of any material provision of, or any termination of, any Material Contract.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains (or reasonably should have obtained) knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually which proceedings, investigations or actions involve potential liability to the Borrower or any Restricted Subsidiary thereof equal to or in the aggregate, excess of $15,000,000 or otherwise could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent Borrower or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect;; 58 (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Restricted Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 15,000,000 that may be assessed against or threatened against the Parent Borrower or any Restricted Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Subordinated Debt or other Material Contract to which the Parent Borrower or any Subsidiary thereof of its Restricted Subsidiaries is a party or by which the Parent Borrower or any Restricted Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) the enactment or promulgation after the date hereof of any federal, state or local statute, regulation or ordinance or judicial or administrative decision or order (or, to the extent the Borrower has knowledge thereof, any such proposed statute, regulation, ordinance, decision or order, whether by the introduction of legislation or the commencement of rulemaking or similar proceedings or otherwise) affecting or relating to the operation of the Network Facilities by the Borrower or any of its Restricted Subsidiaries (including, without limitation, any statutes, decisions or orders affecting long distance telecommunication resellers generally and not directed against the Borrower or any of its Restricted Subsidiaries specifically) which have been issued or adopted (or which have been proposed) and which will or could reasonably be expected to have a Material Adverse Effect; (h) any change in the Senior Unsecured Debt Rating; (i) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect; and (j) any proposed amendment, change or modification to, or waiver of any material provision of, or any termination of, any Material Contract which could reasonably be expected to have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an Upon any officer becoming aware of any of the Parent obtains knowledge thereof) following, prompt telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, which individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation of any Applicable Law received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Restricted Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to to, individually or in the aggregate with any other labor controversy, work stoppage or slow down, have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding in which the amount involved exceeds $1,000,000 10,000,000 that may be assessed against the Parent any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Default, (ii) any Event of Default or (Biii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent any Credit Party or any Subsidiary thereof of its Restricted Subsidiaries is a party or by which the Parent any Credit Party or any Restricted Subsidiary thereof or any of their respective properties may be bound which which, in the case of clause (iii), could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's or any other Governmental Authority's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Credit Parties obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISAERISA or otherwise; (g) any material notice (including, without limitation, notice of any default or event of default) delivered to or by the Canadian Borrower or any of its Subsidiaries in connection with any Additional Facility Loan Document; and (viih) any event which makes any of the representations set forth in Section 9 7.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 7.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to this Section 8.5 shall be accompanied by a statement of a Responsible Officer of the Canadian Borrower, on behalf of the Canadian Borrower, setting forth details of the occurrence referred to therein and stating what action the Credit Party or any Subsidiary thereof, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to either clause (i) or (ii) of Section 8.5(e) shall describe with particularity any and all provisions of this Agreement and any other Revolving Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effectresult in an effect on the Borrower's earnings in an amount that exceeds the Threshold Amount; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse EffectSubsidiary; (ivd) any attachment, judgment, lienLien, levy or order that could reasonably be expected to result in an effect on the Borrower's earnings in an amount exceeding $1,000,000 the Threshold Amount that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Subsidiary; (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) any event which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (h) promptly after the same are available, copies of each annual report, quarterly report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, quarterly, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto. Documents required to be delivered pursuant to this Article may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed in Section 12.1; or (ii) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer's Compliance Certificates required by Section 6.2 to the Administrative Agent. Except for such Officer's Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public‑side” Lenders (i.e., Lenders that do not wish to receive material non‑public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non‑public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or which in the aggregate, any such case could reasonably be expected to have result in a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined that could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lienLien, levy or order exceeding $1,000,000 5,000,000 that may be assessed against or threatened in writing against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default, (ii) the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default or (Biii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect; (h) a copy of any notice of any default or event of default, acceleration, redemption, request for a material waiver, request for a material amendment or any other notice of a material event delivered to or received by any Person (including, without limitation, any trustee or noteholder) in connection with the Senior Subordinated Notes or any other Subordinated Debt.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an a senior officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all material proceedings and investigations by or before any Governmental Authority and all material actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of material violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a or (iii) any cancellation or material amendment or modification of any network services agreements that are Material Adverse EffectContracts (other than the PSI Network Services Agreement and the GTE Network Services Agreement); (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent a Responsible Officer obtains knowledge thereof) furnish telephonic and (confirmed in writing to Issuer) or written notice to Issuer of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Applicant or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregatereasonable judgment of Applicant would, could reasonably be expected to if adversely determined, have a Material Adverse Effect, (ii) with respect to any Debt equal to or in excess of $25,000,000 of Applicant or any Restricted Subsidiaries or (iii) with respect to this Agreement; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Applicant or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of Applicant in any such case could reasonably be expected to would have a Material Adverse Effect; (iii) the occurrence of any labor controversy that has resulted in, or threatens to result in, a strike or other work action against Internal Control Event which in the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to reasonable judgment of Applicant would have a Material Adverse Effect;, together with a written statement of a Responsible Officer specifying the nature of such Internal Control Event, and the action that Applicant has taken and proposes to take with respect thereto; and (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Plan under Section 401(a) of the Code (along with a copy thereof)) which would have a Material Adverse Effect, (Bii) all notices from the PBGC received by the Parent Applicant or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Applicant or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which would have a Material Adverse Effect, (Div) the Parent a Responsible Officer obtaining knowledge or reason to know that the Parent Applicant or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and , (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan which would have a Material Adverse Effect, and (vii) the creation of any event which makes any lien in favor of the representations set forth in Section 9 inaccurate in any respectPBGC or a Pension Plan which would have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Responsible Officer obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all material proceedings and investigations by or before any Governmental Authority and all material actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of material violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 500,000 that may be assessed against the Parent any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default Default, or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent any Borrower or any Subsidiary thereof is a party or by which the Parent such Borrower or any such Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent such Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) the enactment or promulgation after the date hereof of any federal, state, provincial or local statute, regulation or ordinance or judicial or administrative decision or order (or, to the extent that any Borrower has knowledge thereof, any such proposed statute, regulation, ordinance, decision or order, whether by the introduction of legislation or the commencement of rulemaking or similar proceedings or otherwise) having a material effect or relating to the operation of the Network Facilities by any Borrower or any Subsidiary thereof (including, without limitation, any statutes, decisions or orders affecting local exchange carriers generally and not directed against any Borrower or any Subsidiary thereof specifically) which have been issued or adopted (or, to the extent any Borrower has knowledge thereof, which have been proposed) and which could reasonably be expected to have a Material Adverse Effect; or (h) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually or in the aggregate, result of which could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 750,000 that may be assessed against the Parent or threatened against any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or Default, (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Incarceration Agreement or Material Contract to which the Parent any Borrower or any Subsidiary thereof is a party or by which any Borrower or any Subsidiary thereof or any of their respective properties is bound or (iii) any termination prior to the Parent stated termination date under any Incarceration Agreement or Material Contract to which any Borrower or any Subsidiary thereof is a party or by which any Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; (g) any change in the Senior Debt Rating; and (viih) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten five (105) days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (a) the occurrence of any Default or Event of Default; (i) the commencement of all proceedings and investigations any proceeding or investigation by or before any Governmental Authority and all actions and proceedings any action or proceeding in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses whichin each case that if adversely determined could reasonably be expected to result in a Material Adverse Effect and (ii) the commencement of any material proceeding or investigation by or before the TTB against or involving any Credit Party or any Subsidiary thereof or any of their respective properties, individually assets or businesses in the aggregateeach case; (c) any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority (including any notice of non-compliance with Environmental Laws) that could reasonably be expected to result in a Material Adverse Effect; (d) any labor controversy that has resulted in a strike or other work action against any Credit Party or any Subsidiary thereof; (e) (i) any attachment, judgment, lien, levy or order exceeding $5,000,000 that may be assessed against or threatened against any Credit Party or any Subsidiary thereof and (ii) any other attachment, judgment, lien, levy or order that may be assessed against or threatened against any Credit Party or any Subsidiary thereof which could reasonably be expected to have a Material Adverse Effect; (iif) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (Bi) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Holdings or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Holdings or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect;Effect and (ii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Bollore Distribution Agreement; and (Ag) (i) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) Holdings or the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and . Each notice pursuant to Section 6.3 (viiother than Section 6.3(h)) any event which makes any shall be accompanied by a statement of a Responsible Officer of the representations set Borrower setting forth in details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 6.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development of its Subsidiaries which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 that may be is assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract Significant Indebtedness to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates of the PBGC's or any other Governmental Authority's intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed to administer any Pension Plan or Canadian Pension Plan, (Ciii) all notices received by the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates from a Multiemployer Plan or Canadian Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or any other Applicable Law and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates has filed or intends to file a notice of intent to terminate any Pension Plan or Canadian Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; andERISA or otherwise; (viig) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; (h) any notice delivered to the Borrower or the Canadian Borrower, or sent by or on behalf of the Borrower or the Canadian Borrower, with respect to the Canadian Credit Agreement or any of the loan documents executed in connection therewith (including a copy of any such notice); and (i) any notice delivered to a Credit Party, or sent by or on behalf of a Credit Party, with respect to any Indebtedness incurred pursuant to Section 10.1(m) or any loan document executed in connection therewith (including a copy of any such notice).

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses whichthat, individually or in the aggregateif adversely determined, could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined and that could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or (Bii) any event or circumstance which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) any event or circumstance which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event or circumstance which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect.; (h) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (i) promptly, and in any event within ten (10) Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof; and (j) (i) any announcement of any change in either the Xxxxx’x Rating or the S&P Rating and (ii) any request by the Borrower to any rating agency that such agency not maintain the Borrower’s corporate or corporate family rating, as applicable. Documents required to be delivered pursuant to this Article may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 14.1 or when such document is filed on XXXXX or the equivalent thereof with the SEC; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Compliance Certificates required by Section 8.2 to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that, so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered under the Exchange Act, registered under the Securities Act of 1933, as amended, or issued pursuant to a private offering or is actively contemplating issuing any such securities, it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 14.10);

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) 10 days after an officer any Responsible Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, in a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viih) any event which makes any of the representations set forth in Section 9 Article V that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article V that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 6.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof U.S. Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent U.S. Borrower or any Subsidiary thereof or any contractor or any material development of its Subsidiaries which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 10,000,000 that may be is assessed against the Parent U.S. Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract Significant Indebtedness to which the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent U.S. Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates of the PBGC's or any other Governmental Authority's intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed to administer any Pension Plan or Canadian Pension Plan, (Ciii) all notices received by the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates from a Multiemployer Plan or Canadian Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or any other Applicable Law and (Div) the Parent U.S. Borrower obtaining knowledge or reason to know that the Parent U.S. Borrower or any of its Subsidiaries or any of their ERISA Affiliate Affiliates has filed or intends to file a notice of intent to terminate any Pension Plan or Canadian Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; andERISA or otherwise; (viig) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (h) any notice delivered to the U.S. Borrower, or sent by or on behalf of the U.S. Borrower, with respect to the U.S. Credit Agreement or any of the loan documents executed in connection therewith (including a copy of any such notice); and (i) any notice delivered to a U.S. Credit Party, or sent by or on behalf of a U.S. Credit Party, with respect to any Indebtedness incurred pursuant to Section 10.1(m) or any loan document executed in connection therewith (including a copy of any such notice).

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days Business Days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually or in the aggregate, that could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any written notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case that could reasonably be expected to have result in a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, in a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined thereof, that could reasonably be expected to have result in a Material Adverse Effect; (ive) any attachment, judgment, lienLien, levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)other than Permitted Liens; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) except as could not reasonably be expected to have a Material Adverse Effect, any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate (to the extent in the possession of a Credit Party) of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate (to the extent in the possession of a Credit Party) from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and or the reorganization or insolvency of any Multiemployer Plan, (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISAERISA and (v) the occurrence of a Termination Event or any other event described in Section 10.1(k) hereof; (h) any event, fact or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; and (viii) any event which makes announcement by Xxxxx’x or S&P of any negative change in a Debt Rating. Each notice pursuant to Section 8.3 (other than Section 8.3(i)) shall be accompanied by a statement of a Responsible Officer of the representations set Borrower setting forth in details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 8.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days Business Days after an any officer of the Parent any Loan Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Loan Party or any of its their respective properties, assets or businesses whichbusinesses, individually or in the aggregatewhich if adversely decided to such Loan Party, could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof Loan Party from any Governmental Authority including, without limitation, any notice of violation of any Communications License or of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Loan Party where such strike or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could work action can reasonably be expected to have result in a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Loan Party; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof Loan Party is a party or by which the Parent or any Subsidiary thereof Loan Party or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Loan Party or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Loan Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Loan Party obtaining knowledge or reason to know that the Parent any Loan Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent any Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, liabilities of which could be reasonably be expected to have a Material Adverse Effectexceed $500,000 per action, suit or proceeding; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development thereof, which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 500,000 that may be assessed against the Parent any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default, together with a detailed statement by a responsible officer of such Borrower of the steps being taken to cure the effect of such Default or Event of Default; (Bf) any event which constitutes or which with an event of default (after the passage of time any applicable grace or giving of notice or both would constitute a default or event of default cure period) under any Material Contract to which the Parent any Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent any Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viih) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect; and (i) any proposed amendment, change, modification to, or waiver of any provision of, or any termination of, any Material Contract which could reasonably be expected to have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined that could reasonably be expected to have result in a Material Adverse Effect; (ive) the entry of any attachment, judgment, lien, levy or order not subject to appeal exceeding $1,000,000 that may be assessed the Threshold Amount against the Parent any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance);thereof; and (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any . Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the representations set Borrower containing a heading or a reference line that reads “Notice under Section 8.3 of Chuy’s Holdings Amended and Restated Credit Agreement dated September 27, 2023” and setting forth in details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 8.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event -------------------------------------- later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its Designated Subsidiaries or any of their respective properties, assets or businesses which, individually or which in the aggregate, such case could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof of its Designated Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any of its Designated Subsidiaries, where such labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 250,000 that may be assessed against the Parent or threatened against Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Designated Subsidiaries; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which unless such default could not reasonably be expected to have a Material Adverse Effect;; provided, that the failure to give -------- notice with respect to any such event relating to a Material Contract shall not constitute a Default or Event of Default hereunder if the Borrower or any of its Designated Subsidiaries is contesting the claimed default in good faith so long as adequate reserves are maintained in accordance with GAAP; and (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.)

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) except for any such matter that could not reasonably be expected to create a Material Adverse Effect, the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, businesses; (b) except for any such matter that could not reasonably be expected to have create a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or , any notice of any violation received by the Parent Borrower or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in ; (c) except for any such case matter that could not reasonably be expected to have create a Material Adverse Effect; (iii) , any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse EffectRestricted Subsidiary; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 5,000,000 that may be assessed against or threatened in writing against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Restricted Subsidiary; (Ai) any Default or Event of Default, (ii) the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default or (Biii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Restricted Subsidiaries is a party or by which the Parent Borrower or any Restricted Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) any event which makes any of the representations set forth in Section 9 7.1 or in any other Loan Document that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 7.1 or in any other Loan Document that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; (h) any change in the government contracting status of the Borrower or its Restricted Subsidiaries with respect to the government of the United States or any department or agency thereof that could reasonably be expected to have a Material Adverse Effect; (i) the designation of any Subsidiary as a “Restricted Subsidiary” (or any similar designation) under any Permitted Subordinated Debt or any other Debt issued pursuant to the Permitted Debt Issuance or Section 11.1(m) or the joinder of any Subsidiary as a guarantor of any Permitted Subordinated Debt or any other Debt issued pursuant to the Permitted Debt Issuance or Section 11.1(m); and (j) any material adverse development in the ESSI Investigation since the Closing Date.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof thereof, or any of its their respective properties, assets or businesses whichbusinesses, individually as the subject of such proceeding, investigation or in the aggregate, could reasonably be expected to have a Material Adverse Effectaction; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect;thereof: (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 5,000,000 that may be assessed against or threatened in writing against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 Article 6.01 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent a Responsible Officer obtains knowledge thereof) furnish telephonic and (confirmed in writing to the Administrative Agent for delivery to each Lender) or written notice to the Administrative Agent for delivery to each Lender of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any of the Parent Credit Parties or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregatereasonable judgment of the Parent Borrower would, could reasonably be expected to if adversely determined, have a Material Adverse Effect, (ii) with respect to any Debt equal to or in excess of $25,000,000 of the Credit Parties or any of their Restricted Subsidiaries or (iii) with respect to any Loan Document; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by any of the Parent Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to would have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices from the PBGC received by any of the Parent Credit Parties or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and ERISA, (Div) the Parent a Responsible Officer obtaining knowledge or reason to know that any of the Parent Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan, and (vii) the creation of any Lien in favor of the PBGC or a Pension Plan, in each case, where any of the foregoing clauses (i)-(vii) would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; 110599275_6 (d) knowledge of any Responsible Officer of any investigation or proposed investigation by the Pensions Regulator which could reasonably be expected to lead to the issue of a Financial Support Direction or a Contribution Notice to any Credit Party; and (viie) receipt by any event which makes any Credit Party of a Financial Support Direction or a Contribution Notice from the representations set forth in Section 9 inaccurate in any respectPensions Regulator.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent any Borrower obtains knowledge thereof) telephonic and written notice of, in each case other than with respect to the Bankruptcy Cases: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Credit Party or any of its their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effectresult in material liability to the Credit Parties; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof Credit Party from any Governmental Authority including, without limitation, including any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development Credit Party, which in any labor controversy which if adversely determined such case could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lienLien, levy or order exceeding $1,000,000 100,000 individually (or in the aggregate for related attachments, judgments, Liens, levys, or orders) or that may be assessed against the Parent or threatened against any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Credit Party; (Ai) any Default or Event of Default, including a statement of a Responsible Officer of such Borrower setting forth details of such Default or Event of Default and the action which such Borrower or such Credit Party has taken and proposes to take with respect thereto or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof Credit Party is a party or by which the Parent or any Subsidiary thereof Credit Party or any of their respective its properties may be bound which which, in any such case, could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and ERISA, (Div) the Parent any Credit Party obtaining knowledge or reason to know that the Parent a Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, (v) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (vi) the taking of any action with respect to a Pension Plan which could result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Pension Plan, and (vii) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by any Credit Party of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; and (viig) any event which makes any of the representations set forth in Section 9 7.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 7.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (h) promptly upon becoming aware thereof, any announcement by Xxxxx’x or S&P of any change in a Debt Rating.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (a) the occurrence of any Default or Event of Default; (i) the filing or commencement of all proceedings and investigations of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Restricted Subsidiary thereof or any not previously disclosed in writing to the Administrative Agent as to which there is a reasonable possibility of its propertiesan adverse determination that, assets or businesses which, individually or in the aggregateif adversely determined, could reasonably be expected to have result in a Material Adverse Effect and (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against the Borrower or any Restricted Subsidiary (whether or not previously disclosed to the Administrative Agent) that could reasonably be expected to result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any to the extent that such case violation could reasonably be expected to have result in a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Restricted Subsidiary thereof or any contractor or any material development in any labor thereof, to the extent that such controversy which if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (ive) promptly, and in any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against event within ten (10) Business Days after any Material Contract of the Parent Borrower or any Subsidiary thereof (of its Restricted Subsidiaries is terminated or amended in a manner that is materially adverse to the extent Borrower or such attachmentRestricted Subsidiary, judgmentas the case may be, liena written statement describing such event with copies of such material amendments, levy or order is not fully covered by insurance and an explanation of actions being taken with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereto; (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any other development that has had a Material Adverse Effect. Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the representations set Borrower setting forth in details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 8.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its Subsidiaries or any of their respective properties, assets or businesses which, individually or in the aggregate, that if adversely determined could reasonably be expected to have a Material Adverse Effectresult in material liability to the Borrower and its Subsidiaries; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof of its Subsidiaries from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ivc) any attachment, judgment, lien, levy or order exceeding $1,000,000 2,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)of its Subsidiaries; (Ad) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof of its Subsidiaries or any of their respective properties may be bound which which, in the case of clause (ii), could reasonably be expected to have a Material Adverse Effect; (Ae) except for any such event or condition that could not reasonably be expected to have a Material Adverse Effect, (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability imposed pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viif) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (g) any material adverse development in the Class Action Suit.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge Knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Material Foreign Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have a Material Adverse Effectresult in liability in excess of the Threshold Amount; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Material Foreign Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse EffectLaws exceeding the Threshold Amount; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse EffectForeign Subsidiary; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)Material Foreign Subsidiary; (Af) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge Knowledge or reason to know Know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer the chief executive officer, chief financial officer, Vice President of Operations or Vice President of Real Estate and Development of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichwhich if determined adversely to the Borrower or such Subsidiary, individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 2,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days Business Days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ive) any attachment, judgment, lienlien (other than Permitted Liens), levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent or threatened in writing against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent contract or other agreement, written or oral, of any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof Credit Party or any of their respective properties may be bound which could reasonably be expected its Subsidiaries involving monetary liability of or to have a Material Adverse Effectany such Person in an amount in excess of $35,000,000 per annum; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrowers obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, or any notice of intent to terminate in whole or in part any Canadian Employee Benefit Plan under Canadian Pension Laws or otherwise that, in each case, is filed with or by the PBGC or other Governmental Authority applicable to Canadian Employee Benefit Plans by any Credit Party or any ERISA Affiliate or otherwise received by any Credit Party or any ERISA Affiliate; and (viih) any event which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes 120 146960219_6 165457743_4 any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of Centuri setting forth details of the occurrence referred to therein and stating what action Centuri has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or which in the aggregate, any such case could reasonably be expected to have result in a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined that could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lienLien, levy or order exceeding $1,000,000 5,000,000 that may be assessed against or threatened in writing against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default, (ii) the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default or (Biii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viig) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect; (h) any Ratings Downgrade; (i) a copy of any notice of any default or event of default, acceleration, redemption, request for a material waiver, request for a material amendment or any other notice of a material event delivered to or received by any Person (including, without limitation, any trustee or noteholder) in connection with the Senior Subordinated Notes or any other Subordinated Debt.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Performance Guarantor or any Subsidiary thereof or any of its their respective properties, assets or businesses which, which individually or in the aggregate, aggregate could reasonably be expected to have a Material Adverse EffectPerformance Guarantor MAE; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Performance Guarantor or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse EffectPerformance Guarantor MAE; (iii) any labor controversy that (A) has resulted inin a strike or other work stoppage or slow down against the Performance Guarantor or any Subsidiary thereof, or (B) threatens to result in, a strike or other work action stoppage or slow down against the Parent Performance Guarantor or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to to, individually or in the aggregate with any other labor controversy, work stoppage or slow down, have a Material Adverse EffectPerformance Guarantor MAE; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 35,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) that may be assessed against or threatened against the Parent Performance Guarantor or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default Termination Event, Amortization Event, or event which, with the passage of time, the giving of notice, or both, would constitute a Termination Event of Default or an Amortization Event or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Performance Guarantor or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Performance Guarantor or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (vi) (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent Performance Guarantor or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent Performance Guarantor or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent Performance Guarantor’s obtaining knowledge or reason to know that the Parent Performance Guarantor or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 6 of this Undertaking inaccurate in any respect. Each notice pursuant to this Section 7(f) shall be accompanied by a statement of a Responsible Officer of the Performance Guarantor setting forth details of the occurrence referred to therein and stating what action the Performance Guarantor or any Subsidiary thereof, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 7(f)(v)(A) shall describe with particularity any and all provisions of this Agreement and any other Transaction Document that have been breached; provided that delivery of the foregoing notices shall be deemed to have been made if made available on XXXXX Online or the website of the Performance Guarantor and the Performance Guarantor shall have given notice thereof to the Purchasers.

Notice of Litigation and Other Matters. Prompt (but in -------------------------------------- no event later than ten five (105) days Business Days after an officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations any proceeding or investigation by or before any Governmental Authority and all actions and proceedings any action or proceeding in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Credit Party or any of its their properties, assets or businesses whichthat (i) seeks damages in excess of $100,000, individually (ii) seeks injunctive relief, (iii) is asserted or instituted against any Employee Benefit Plan or Multiemployer Plan, its fiduciaries or its assets or against any Credit Party or ERISA Affiliate in connection with any Employee Benefit Plan or Multiemployer Plan, or (iv) alleges the aggregateviolation of any law regarding, could reasonably be expected to have a Material Adverse Effector seeks remedies in connection with, any obligations, responsibilities or liabilities under any Environmental Laws; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiib) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party; (c) any attachment, judgment, lien, levy or order that may be assessed against or threatened against any Subsidiary thereof or any contractor or any material development in any labor controversy Credit Party which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (Ai) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any other Material Contract to which the Parent or any Subsidiary thereof Credit Party is a party or by which the Parent or any Subsidiary thereof Credit Party or any of their its Subsidiaries or any of such Credit Party's or Subsidiary's respective properties property may be bound which could reasonably be expected to have a Material Adverse Effectbound, or under the terms of any Indebtedness; (Ae) any unfavorable determination letter from the Internal Revenue Service regarding the qualification violation of an ERISA or any liability incurred under any Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Multiemployer Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and; (viif) any event which makes any of the representations set forth in Section 9 inaccurate in 6.1 inaccurate; and ----------- (g) any respectproposed new Material Contract and any proposed amendment, change or modification to, or waiver of any provision of, or any termination of, any existing Material Contract and, no later than five (5) Business Days following the execution thereof, a copy of any new Material Contract or amendment or modification to any existing Material Contract certified by a Responsible Officer as being true, complete and correct.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer a Responsible Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all material proceedings and investigations by or before any Governmental Authority and all material actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any material violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) (i) any Default or Event of Default or (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Section 6.1 that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any written notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any written notice of violation of applicable Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any written request for information received by any Credit Party or any Subsidiary from the United States Environmental Protection Agency or any other Governmental Authority charged with enforcement or administration of any Environmental Laws; (e) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivf) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Threshold Amount that may be is assessed against the Parent or threatened in writing against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bg) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect;; and (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any . Each notice pursuant to Section 7.3 shall be accompanied by a statement of a Responsible Officer of the representations set Borrower setting forth in details of the occurrence referred to therein and stating what action the Borrower has taken or proposes to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 7.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted in, or threatens to result in, in a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viih) any event which makes any of the representations set forth in Section 9 Article V that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article V that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 6.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than three (3) days with respect to clause (a) below and ten (10) days with respect to clauses (b) through (g) below after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) any labor controversy that has resulted inin , or threatens to result in, a strike or other work action against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development thereof, in any labor controversy which if adversely determined each case that could reasonably be expected to have a Material Adverse Effect; (ive) any attachment, judgment, lien, levy levy, garnishment, requirement to pay or order order, in each case exceeding $1,000,000 the Threshold Amount, that may be assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Af) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect;[reserved]; and (Ai) any unfavorable determination letter from the Internal Revenue Service IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any U.S. Pension Plan or to have a trustee appointed to administer any U.S. Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and ERISA, (Div) the Parent Borrowers obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any U.S. Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and , (v) the institution of any steps by any Person to terminate or effect a wind-up of any Canadian Pension Plan, (vi) the failure to make a required contribution to any Canadian Pension plan if such failure is sufficient to give rise to a Lien under any applicable requirements of Applicable Law or could be expected to result in liability in excess of $1,000,000 under any applicable pension benefits legislation in Canada, (vii) the taking of any action with respect to a Canadian Pension Plan that is reasonably likely to result in the requirement that any Credit Party furnish a bond or other security to such Canadian Pension Plan or any other applicable governmental authority, or (viii) the occurrence of any event which makes with respect to any Canadian Pension Plan that is reasonably likely to result in the incurrence by any Credit Party of any material liability, fine or penalty, and in the notice provide copies of all documentation relating thereto. Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the representations set Parent setting forth in details of the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 9 inaccurate in 8.3(a) shall describe with particularity any respectand all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) days after an officer any Responsible Officer of the Parent any Credit Party obtains knowledge thereof) telephonic and written notice of:notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (ia) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (iic) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiid) the occurrence of any labor controversy involving employees of any Credit Party or Subsidiary thereof that has resulted in, or threatens to result in, a strike or other work action stoppage or other collective labor dispute against the Parent any Credit Party or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ive) any attachment, judgment, lien, levy or order exceeding $1,000,000 the Threshold Amount that may be assessed against the Parent or threatened against any Credit Party or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (A) any Default or Event of Default or (Bf) any event of which the Borrower or any of its Subsidiaries has either given notice to the other contracting party or has received notice from the other contracting party, which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bi) all notices received by a Credit Party of the Parent refusal by the IRS to grant a favorable determination letter for which a request has been made by any Credit Party or opinion letter, in each case with respect to an Employee Benefit Plan, (ii) all notices received by any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viih) any event which makes any of the representations set forth in Section 9 Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect. Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses whichbusinesses, individually or in the aggregate, -55- 61 result of which could reasonably be expected to have a Material Adverse Effect; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ai) any Default or Event of Default or Default, (Bii) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound or (iii) any termination prior to the stated termination date under any Material Contract to which could reasonably the Borrower or any of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of their respective properties may be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten three (103) days Business Days after an officer of the Parent a Responsible Officer obtains knowledge thereof) furnish telephonic and (confirmed in writing to the Bank) or written notice to the Bank of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any of the Parent Credit Parties or any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or (i) which in the aggregatereasonable judgment of the Parent would, could reasonably be expected to if adversely determined, have a Material Adverse Effect, (ii) with respect to any Debt equal to or in excess of $25,000,000 of the Credit Parties or any of their Restricted Subsidiaries or (iii) with respect to any Loan Document; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by any of the Parent Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in the reasonable judgment of a Responsible Officer in any such case could reasonably be expected to would have a Material Adverse Effect;; and (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit a Plan under Section 401(a) of the Code (along with a copy thereof)) which would have a Material Adverse Effect, (Bii) all notices from the PBGC received by any of the Parent Credit Parties or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by any of the Parent Credit Parties or any ERISA Affiliate from a any Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which would have a Material Adverse Effect, (Div) the Parent a Responsible Officer obtaining knowledge or reason to know that any of the Parent Credit Parties or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and , (v) the occurrence of a Reportable Event, (vi) a failure to make any required contribution to a Pension Plan which would have a Material Adverse Effect, and (vii) the creation of any event which makes any Lien in favor of the representations set forth in Section 9 inaccurate in any respectPBGC or a Pension Plan which would have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer of the Parent Borrower obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectbusinesses; (iib) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent Borrower or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effectthereof; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 500,000 that may be assessed against or threatened against the Parent Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent Borrower or any Subsidiary thereof of its Subsidiaries is a party or by which the Parent Borrower or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effectbound; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent Borrower or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent Borrower obtaining knowledge or reason to know that the Parent Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viig) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) days after an officer a Responsible Officer of the Parent GTS obtains knowledge thereof) telephonic and written notice of: (ia) the commencement of, or of all proceedings and investigations by a material threat of the commencement of, an action, suit, proceeding or before investigation against any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof Borrower or any of its propertiesSubsidiaries (including DuraTherm, assets or businesses which, individually or in the aggregate, Inc.) which could reasonably be expected to have a Material Adverse EffectEffect or which in any manner questions the validity of this Agreement or any of the other transactions contemplated hereby or thereby, an explanation of the nature of such pending or threatened action, suit, proceeding or investigation and such additional information as may be reasonably requested by the Administrative Agent; (b) any notice of any complaint, order, citation, notice or other written communication from any Person with respect to (i) the existence or alleged existence of a violation of any applicable Environmental Law in connection with any property now or previously owned, leased or operated by a Borrower or any of its Subsidiaries, (ii) any violation by the Parent release on such property or any Subsidiary part thereof in a quantity that is reportable under any applicable Environmental Law and (iii) any pending or threatened proceeding for the termination, suspension or non-renewal of any Applicable Law permit required under any applicable Environmental Law, in each case in which there is a reasonable likelihood of an adverse decision or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, determination which could result in any such case could reasonably be expected to have a Material Adverse Effect; (iiic) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent any Borrower or any Subsidiary thereof or any contractor or any material development (including DuraTherm, Inc.) which could result in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (ivd) any attachment, judgment, lien, levy or order exceeding $1,000,000 250,000 that may be assessed against the Parent or threatened against any Borrower or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance)thereof; (Ae) any Default or Event of Default Default, or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent any Borrower or any Subsidiary thereof is a party or by which the Parent any Borrower or any Subsidiary thereof or any of their respective properties may be bound which bound; (f) any change in the government contracting status of the Borrowers with respect to the government of the United States or any department or agency thereof that could reasonably be expected to have a Material Adverse Effect; (Ai) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (Bii) all notices received by the Parent any Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (Ciii) all notices received by the Parent any Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (Div) the Parent any Borrower obtaining knowledge or reason to know that the Parent any Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (viih) any event which makes any of the representations set forth in Section 9 7.1 inaccurate in any respect.