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) Business Days after an executive officer of the General Partner obtains Actual Knowledge thereof) written notice of: (a) 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 Borrower or any of its properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; (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), (ii) all notices received by the 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, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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 (e) any event which would reasonably be expected to have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after an executive a principal officer of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against in the Borrower which in any such case would reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect; (ib) any notice of any violation received by the Credit Parties or any 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 have a Material Adverse Effect; (c) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound;Default; and (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 (e) any event which would reasonably be expected to have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt Promptly notify the Administrative Agent in writing of (but which shall promptly make such information available to the Lenders in no event later than ten (10) Business Days after an executive officer of the General Partner obtains Actual Knowledge thereof) written notice of:accordance with its customary practice): (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of all proceedings and investigations any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against any Credit Party or involving the Borrower any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which in each case that if adversely determined would reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would reasonably be expected to have a Material Adverse Effect; (ic) the occurrence of any Default of the following, that alone or Event taken together with the occurrence of Default or (ii) any event which constitutes or which with the passage of time or giving of notice or both specified in this Section 8.3(c) that have occurred, would constitute reasonably be expected to result in a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; 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), (ii) all notices received by the Borrower 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, (iiiii) all notices received by the Borrower 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 (iviii) the Borrower obtaining knowledge or reason to know that the Borrower 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 (ed) any event which development that has resulted in, or would reasonably be expected to have result in a Material Adverse Effect. 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 (Notice specifying the nature and status of any of the following events, promptly, but in no any event not later than ten fifteen (1015) Business Days days after an executive officer the occurrence of any of the General Partner obtains Actual Knowledge thereof) written notice offollowing events becomes known to the Borrower: (a) 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 Borrower or any of its propertiesRestricted Subsidiary, assets or businesses which would which, in each case, could reasonably be expected to have Material a Materially Adverse Effect; (b) any labor controversy that has resulted inmaterial adverse change with respect to the business, assets, liabilities, financial position, annual budget, results of operations, business prospects or threatens to result in, a strike or other work action against projections of the Borrower and its Restricted Subsidiaries, taken as a whole, other than changes in the ordinary course of business which in any such case have not had and would not reasonably be expected to have a Material Materially Adverse Effect and other than changes in the industry in which the Borrower or any of its Restricted Subsidiaries operate which would not reasonably be expected to have a Materially Adverse Effect; (ic) any Default or Event the occurrence or non-occurrence of Default or (ii) any event (i) which constitutes constitutes, or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower or any of its Restricted Subsidiaries under any material agreement other than this Agreement and the other Loan Documents to which the Borrower or any Restricted Subsidiary is party or by which any of their respective properties may be bound, including, without limitation, the Senior Notes, any License, Operating Agreement or other material contract, or (ii) which could reasonably be expected have a Materially Adverse Effect, giving in each case a description thereof and specifying the action proposed to be taken with respect thereto; (id) any unfavorable determination letter from the Internal Revenue Service regarding the qualification occurrence of an Employee Benefit Plan under Section 401(a) of ERISA Event or the Code (along with a copy thereof), (ii) all notices received by the Borrower or any reasonable expectation that an ERISA Affiliate of the PBGC's intent Event is likely to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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 ERISAoccur; and (e) the occurrence of any event which subsequent to the Restatement Effective Date which, if such event had occurred prior to the Restatement Effective Date, would reasonably have constituted an exception to the representation and warranty in Section 4.1(m) of this Agreement. Documents required to be expected delivered pursuant to Section 6.1, 6.2 or 6.4(e) (to the extent any such documents are included in materials otherwise filed with the United States Securities and Exchange Commission) 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 Material Adverse Effectlink thereto on the Borrower’s website on the Internet at the website address listed in Section 11.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), including, without limitation, the website of the United States Securities and Exchange Commission at xxxx://xxx.xxx.xxx; provided that: (x) 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 (y) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents, other than with respect to regular periodic quarterly and annual reporting and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery 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. Documents which are electronically filed with the FCC and are included within clause (c) of the definition of Acquisition Documents or are required to be delivered pursuant to Section 6.4(e) shall be deemed to have been delivered on the date on which (a) such documents are posted on the Borrower’s behalf and publicly available on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access and (b) other than with respect to periodic reporting in the ordinary course of business, the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents. The Borrower hereby acknowledges that (A) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Bank, subject to Section 11.1(d), 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 (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.24); (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (4) the Administrative Agent and the Lead 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 (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (bc) any labor controversy that has resulted innotice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against the Borrower any notice of violation of Environmental Laws which in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound;; and (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (eERISA that would result in liability above the Threshold Amount. 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 event which would reasonably be expected to and all provisions of this Agreement and any other Loan Document that have a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days days after an executive officer of the General Partner Borrower obtains Actual Knowledge knowledge thereof) telephonic and written notice of: (a) 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 Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses businesses, which would in any such case could reasonably be expected to have a Material Adverse Effect; (b) any notice of any violation received by the 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; (c) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in or any such case would reasonably Subsidiary thereof; (d) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be expected to have a Material Adverse Effectassessed against or threatened against the Borrower or any Subsidiary thereof; (i) any Default or Event of Default or (ii) the occurrence or existence of any event which constitutes or which with the passage circumstance that foreseeably will become a Default or Event of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be boundDefault; (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), (ii) all notices received by the 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, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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 (eg) any event which would reasonably be expected makes any of the representations set forth in Article VII that is subject to have a materiality or Material Adverse EffectEffect 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.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after an executive a principal officer of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against in the Borrower which in any such case would reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect; (ib) any notice of any violation received by the Credit Parties or any 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 have a Material Adverse Effect; (c) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound;Default; and (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 (e) any event which would reasonably be expected to have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (bc) any labor controversy that has resulted innotice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against the Borrower any notice of violation of Environmental Laws which in any such case would could reasonably be expected to have a Material Adverse Effect; (id) any Default attachment, judgment, lien, levy or Event of Default order exceeding the Threshold Amount that may be assessed against or (ii) threatened against 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 Borrower is a party or by which the Borrower Credit Party or any of its properties may be boundSubsidiary thereof; (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (ef) any other event which would reasonably be expected or condition, on a non-customer specific basis, known to have the Borrower that the Borrower expects to result in a Material Adverse Effect. 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 (10x) with respect to clause (d) below, two (2) Business Days after an executive officer of the General Partner a Responsible Officer obtains Actual Knowledge knowledge thereof or (y) with respect to any other clause below, five (5) Business Days after a Responsible Officer obtains knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Borrowers or any Subsidiary thereof or any of its their respective properties, assets or businesses the potential liability of which would in the reasonable judgment of the Borrowers could reasonably be expected to have Material Adverse Effectexceed $25,000,000; (b) any labor controversy that has resulted innotice of any violation received by any of the Borrowers or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against any notice of violation of Environmental Laws, the Borrower potential liability of which in the reasonable judgment of the Borrowers in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be boundexceed $25,000,000; (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by any of the Borrower Borrowers 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, which could reasonably be expected to have a Material Adverse Effect, (iii) all notices received by any of the Borrower Borrowers or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower Borrowers obtaining knowledge or reason to know that the Borrower Borrowers 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 (e) any event ERISA which would could reasonably be expected to have a Material Adverse Effect, and (v) the occurrence of a Reportable Event which could reasonably be expected to have a Material Adverse Effect; (d) the occurrence of any Default or an Event of Default; and (e) the receipt by the Company or any of its Subsidiaries of written notice from CSC or any of its Subsidiaries regarding the exercise of the CSC Put.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten three (103) Business Days after an executive officer of any of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of:: 57 (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (bi) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect, (ii) with respect to any material Debt of the Credit Parties or any of their Subsidiaries or (iii) with respect to any Loan Document; (ib) any Default or Event notice of Default or (ii) any event which constitutes or which with violation received by any of the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of its properties may violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be boundexpected 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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by any of the Borrower 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, (iii) all notices received by any of the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 ERISAERISA and (v) the occurrence of a Reportable Event; (d) the occurrence of any event which constitutes, or which could reasonably be expected to result in, a Default or an Event of Default; and (e) the occurrence of any event which would constitutes, or which could reasonably be expected to have result in, a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that have a reasonable possibility of adverse determination and, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (bc) any labor controversy that has resulted innotice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against the Borrower any notice of violation of Environmental Laws which in any such case would could reasonably be expected to have a Material Adverse Effect; (id) any Default attachment, judgment, lien, levy or Event of Default order exceeding the Threshold Amount that may be assessed against or (ii) threatened in writing against 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 Borrower is a party or by which the Borrower Credit Party or any of its properties may be boundSubsidiary thereof; (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (ef) any other event which would reasonably be expected or condition, on a non-customer specific basis, known to have the Borrower that the Borrower expects to result in a Material Adverse Effect. 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) Business Days days after an executive officer of the General Partner Borrower obtains Actual Knowledge actual knowledge thereof) telephonic and written notice of: (a) to the extent it has or could reasonably be expected to have 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 Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which would including any notice received from the Internal Revenue Service or other taxing authority regarding employment related taxes; (b) to the extent it has or could reasonably be expected to have a Material Adverse Effect, any notice of any violation received by the Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws; (bc) to the extent it has or could reasonably be expected to have a Material Adverse Effect, any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower or any Subsidiary thereof; (d) any Default or Event of Default, or any event which in any such case would has or could reasonably be expected to have a Material Adverse Effect; (e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and (f) to the extent it has or could reasonably be expected to have a Material Adverse Effect (i) the establishment of any Default or Event new Employee Benefit Plan, the commencement of Default or (ii) contributions to 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 plan to which the Borrower is a party or by which the Borrower or any ERISA Affiliate was not previously contributing or any increase in the benefits of its properties may be bound; any existing Employee Benefit Plan, (iii) 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 Employee Benefit 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), (iivi) all notices received by the 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, (iiivii) 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 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 (ivix) the Borrower obtaining knowledge or reason to know that the 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 (e) any event which would reasonably be expected to have a Material Adverse Effect.;

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) written notice of:the Borrower shall 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (bc) any labor controversy that has resulted innotice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against the Borrower any Environmental Claims which in any such case would could reasonably be expected to have a Material Adverse Effect; (id) any Default attachment, judgment, lien, levy or Event of Default order exceeding the Threshold Amount that may be assessed against any Credit Party or any Subsidiary thereof; (iie) 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 Borrower or any of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of its their respective properties may be boundbound which could reasonably be expected to have a Material Adverse Effect; (f) (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), (ii) with respect to any Pension Plan, a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, (iii) all notices received by the Borrower 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, (iiiiv) all notices received by the Borrower 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 (ivv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (eg) any event which would reasonably be expected makes any of the representations set forth in Article VII that is subject to have a materiality or Material Adverse EffectEffect 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.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) 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; (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 Borrower any Credit Party or any of its properties, assets or businesses which would in each case that could reasonably be expected to have result in a Material Adverse Effect; (bc) any notice of any violation received by any Credit Party 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; (d) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would reasonably be expected to have a Material Adverse EffectCredit Party; (ie) any Default attachment, judgment, lien, levy or Event of Default or order exceeding the Threshold Amount that may be assessed against any Credit Party; (iif) 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 any of the Borrower Credit Parties is a party or by which any of the Borrower Credit Parties or any of its their respective properties may be boundbound which could reasonably be expected to have a Material Adverse Effect; (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower obtaining knowledge or reason to know that the Borrower 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) any event which makes any of the representations set forth in Articles V or VIII 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 or VIII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect; and (ei) any event which would reasonably announcement by Xxxxx’x or S&P of any change in a Debt Rating. Each notice pursuant to Section 6.3 (other than Section 6.3(i)) shall be expected 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 a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that, if adversely determined, could reasonably be expected to have result in a Material Adverse Effect; (bc) any labor controversy that has resulted innotice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against the Borrower any notice of violation of Environmental Laws which in any such case would could reasonably be expected to have a Material Adverse Effect; (id) any Default attachment, judgment, lien, levy or Event of Default order exceeding the Threshold Amount that may be assessed against or (ii) threatened against 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 Borrower is a party or by which the Borrower Credit Party or any of its properties may be boundSubsidiary thereof; (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (ef) any other event which would reasonably be expected or condition, on a non-customer specific basis, known to have the Borrower that the Borrower expects to result in a Material Adverse Effect. 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 three (103) Business Days after an executive officer of any of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (bi) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect, (ii) with respect to any material Debt of the Credit Parties or any of their Subsidiaries or (iii) with respect to any Loan Document; (ib) any Default or Event notice of Default or (ii) any event which constitutes or which with violation received by any of the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of its properties may violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be boundexpected 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), ) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by any of the Borrower 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, (iii) all notices received by any of the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower Credit Parties obtaining knowledge or reason to know that any of the Borrower 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 ERISA and (ev) any event the occurrence of a Reportable Event which would could reasonably be expected to have a Material Adverse Effect; (d) the occurrence of any event which constitutes a Default or an Event of Default; and (e) the occurrence of any event which constitutes, or which could reasonably be expected to result in, a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days days after an executive officer any Responsible Officer of any Credit Party or the General Partner obtains Actual Knowledge knowledge thereof) 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 commencement occurrence of all proceedings and investigations by any Default or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Borrower or any Event of its properties, assets or businesses which would reasonably be expected to have Material Adverse EffectDefault; (b) any labor controversy event that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would may reasonably be expected to have result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any Material Contract or other contractual obligation of any Credit Party; (ii) any dispute, alleged violation, litigation, investigation, proceeding or suspension between any Credit Party and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party, in each case, to the extent such events may reasonably be expected to result in a Material Adverse Effect; (ic) the failure of AES to pay any Default or Event portion of Default or the AES Obligations in the aggregate principal amount in excess of $500,000 as and when the same originally becomes due and payable; and (iid) 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 Borrower is a party or by which the Borrower or any of its properties may be bound; (i) on or prior to 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), (ii) all notices received filing by the 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, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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(cTitle IV Plan, and (ii) of ERISA; and (e) promptly, and in any event which would reasonably within 10 days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that an ERISA Event has occurred. Each notice pursuant to Section 8.3 shall be expected accompanied by a statement of a Responsible Officer of the Borrower or the General Partner (on behalf 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 a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days days after an executive officer a Responsible Officer of the General Partner Borrower obtains Actual Knowledge knowledge thereof) telephonic and written notice of: (a) 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 Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which would businesses, except where such proceeding or investigation could not reasonably be expected to have a Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against notice of any violation received by the Borrower or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws which in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound;Default; and (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the 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, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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 (e) any event which would reasonably be expected to have a Material Adverse Effectmakes any of the representations set forth in Section 6.1 inaccurate in any material respect.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days after an executive officer any Responsible Officer of the General Partner US Borrower obtains Actual Knowledge knowledge thereof) 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): the occurrence of any Default or Event of Default; 50788495_7 (a) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions actions, suits and proceedings in any court or before any arbitrator against or involving the Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that could reasonably be expected to have result in a Material Adverse Effect; (b) any labor controversy event that has resulted results in, or threatens could reasonably be expected to result in, a strike or other work action against the Borrower which in any such case would reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; (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), (ii) all notices received by the Borrower any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee or replacement administrator appointed to administer any Pension Plan or Canadian Pension Plan, (iii) all notices received by the Borrower any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor or Canadian Multiemployer Plan concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or other Applicable Law and (iv) the US Borrower obtaining knowledge or reason to know that the Borrower 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 Pension 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 Pension Plans by any Credit Party or any ERISA Affiliate or otherwise received by any Credit Party or any ERISA Affiliate; and (ed) the establishment of, or commencement of participation in, any event which would reasonably new defined benefit Canadian Pension Plan. Each notice pursuant to Section 8.3 shall be expected 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 has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after an executive a principal officer of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of: : (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against in the Borrower which in any such case would reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect; ; (ib) any notice of any violation received by the Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of 37 <PAGE> 38Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be expected to have a Material Adverse Effect; (c) any Default or Event of Default or Default; and (iid) 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 Borrower is a party or by which the Borrower or any of its properties may be bound; (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 (e) any event which would reasonably be expected to have a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after an executive officer of the General Partner obtains Actual Knowledge thereof) written notice of: (a) the commencement of all 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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would that could reasonably be expected to have a Material Adverse Effect; (b) any notice of any violation received by 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 could reasonably be expected to have a Material Adverse Effect; (c) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would Credit Party or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect; (d) any attachment, judgment, lien, levy or order exceeding $5,000,000 that may be assessed against or which has been overtly threatened against any Credit Party or any Subsidiary thereof; (e) (i) any Default or Event of Default or (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 Material Contract to which the Borrower any Credit Party or any of its Subsidiaries is a party or by which the Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties may be bound; (f) (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 (eand Each notice pursuant to this Section 7.5 shall be accompanied by a statement of a Responsible Officer of the Company and the U.S. 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 Section 7.5(e)(i) shall describe with particularity, to the best ability of the Company and its Subsidiaries, any event which would reasonably be expected to and all provisions of this Agreement and any other Loan Document that have a Material Adverse Effectbeen breached. The Credit Parties are delivering the information required in Article VII in reliance on the provisions of Section 14.12 hereof.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days after an executive officer any Responsible Officer of the General Partner Borrower obtains Actual Knowledge knowledge thereof) 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; (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 Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (bc) any notice of any violation received by the 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; (d) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower or any Subsidiary thereof which in any such case would could reasonably be expected to have a Material Adverse Effect; (ie) any Default attachment, judgment, lien (other than Permitted Liens), levy or Event of Default order exceeding the Threshold Amount that may be assessed against or threatened against the Borrower or any Subsidiary thereof; (iif) 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 Borrower or any of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of its their respective properties may be boundbound which could reasonably be expected to have a Material Adverse Effect; (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), (ii) all notices received by the 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, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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 (eh) any event which would reasonably be expected makes any of the representations set forth in Article VII that is subject to have a materiality or Material Adverse EffectEffect 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 Promptly (but in no event later than ten three (103) Business Days after an executive officer of the General Partner a Responsible Officer obtains Actual Knowledge knowledge thereof) furnish telephonic (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: (a) 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 any of the Credit Parties or involving the Borrower any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses (i) which would reasonably be expected to in the reasonable judgment of the Parent Borrower would, 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; (b) any labor controversy that has resulted innotice of any violation received by any of the Credit Parties or any Restricted Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against any notice of violation of Environmental Laws, which in the Borrower which reasonable judgment of the Credit Parties in any such case would reasonably be expected to have a Material Adverse Effect; (ic) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound;[reserved]; and (i) 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, (ii) all notices from the PBGC received by any of the Borrower 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, (iii) all notices received by any of the Borrower 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, (iv) the Borrower a Responsible Officer obtaining knowledge or reason to know that any of the Borrower 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 , (ev) the occurrence of a Reportable Event, (vi) a failure to make any event required contribution to a Pension Plan which would reasonably be expected to have a Material Adverse Effect, and (vii) the creation of any lien in favor of the PBGC 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) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) telephonic and written notice of: (a) 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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (b) any notice of any violation received by 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 could reasonably be expected to have a Material Adverse Effect; (c) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower any Credit Party or any Subsidiary thereof which in any such case would could reasonably be expected to have a Material Adverse Effect; (id) any attachment, judgment, lien, levy or order exceeding the Threshold Amount that may be assessed against or threatened against any Credit Party or any Subsidiary thereof; (e) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be boundDefault; (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (eg) any event which would reasonably makes any of the representations set forth in 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, 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 expected 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 Material Adverse Effectlink 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: (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 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 Arranger 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 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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 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.”

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days after an executive officer any Responsible Officer of the General Partner US Borrower obtains Actual Knowledge knowledge thereof) 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; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions actions, suits and proceedings in any court or before any arbitrator against or involving the Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that could reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (iic) any event which constitutes that results in, or which with the passage of time or giving of notice or both would constitute could reasonably be expected to result in, a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be boundAdverse Effect; (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), (ii) all notices received by the Borrower any Credit Party or any ERISA Affiliate of the PBGC's ’s intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee or replacement administrator appointed to administer any Pension Plan or Canadian Pension Plan, (iii) all notices received by the Borrower any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor or Canadian Multiemployer Plan concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA or other Applicable Law and (iv) the US Borrower obtaining knowledge or reason to know that the Borrower 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 Pension 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 Pension Plans by any Credit Party or any ERISA Affiliate or otherwise received by any Credit Party or any ERISA Affiliate; and (e) the establishment of, or commencement of participation in, any event which would reasonably new defined benefit Canadian Pension Plan. Each notice pursuant to Section 8.3 shall be expected 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 has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10x) with respect to clause (d) below, two (2) Business Days after an executive officer of the General Partner a Responsible Officer obtains Actual Knowledge knowledge thereof or (y) with respect to any other clause below, five (5) Business Days after a Responsible Officer obtains knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Borrowers or any Subsidiary thereof or any of its their respective properties, assets or businesses the potential liability of which would in the reasonable judgment of the Borrowers could reasonably be expected to have Material Adverse Effectexceed $25,000,000; (b) any labor controversy that has resulted innotice of any violation received by any of the Borrowers or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against any notice of violation of Environmental Laws, the Borrower potential liability of which in the reasonable judgment of the Borrowers in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be boundexceed $25,000,000; (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by any of the Borrower Borrowers 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, which could reasonably be expected to have a Material Adverse Effect, (iii) all notices received by any of the Borrower Borrowers or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower Borrowers obtaining knowledge or reason to know that the Borrower Borrowers 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 (e) any event ERISA which would could reasonably be expected to have a Material Adverse Effect, and (v) the occurrence of a Reportable Event which could reasonably be expected to have a Material Adverse Effect; (d) the occurrence of any Default or an Event of Default; and (e) the receipt by the Company or any of its Subsidiaries of written notice from CSC or any of its Subsidiaries regarding the exercise of the CSC Put.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) written notice of:the Borrower shall 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (bc) any labor controversy that has resulted innotice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against the Borrower any Environmental Claims which in any such case would could reasonably be expected to have a Material Adverse Effect; (id) any Default attachment, judgment, lien, levy or Event of Default order exceeding the Threshold Amount that may be assessed against any Credit Party or any Subsidiary thereof; (iie) 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 Borrower or any of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of its their respective properties may be boundbound which could reasonably be expected to have a Material Adverse Effect; (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), (ii) with respect to any Pension Plan, a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, (iii) all notices received by the Borrower 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, (iiiiv) all notices received by the Borrower 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 (ivv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (eg) any event which would reasonably be expected makes any of the representations set forth in Article VII that is subject to have a materiality or Material Adverse EffectEffect 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.

Notice of Litigation and Other Matters. Prompt Promptly (but in no event later than ten (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would which, in each instance, might reasonably be expected to have a Material Adverse EffectEffect on such Credit Party or Subsidiary; (bc) any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws which, in each instance, might reasonably be expected to have a Material Adverse Effect on such Credit Party or Subsidiary; (d) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which any Credit Party or any Subsidiary thereof which, in any such case would each instance, might reasonably be expected to have a Material Adverse Effect;Effect on such Credit Party or Subsidiary; and (ie) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the Borrower obtaining knowledge or reason to know that the Borrower 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 (e) . 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. In the event of any breach of this Agreement or any Loan Document based upon an event which would reasonably be expected requiring notice pursuant to Section 7.3(a), each such notice shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders promptly (but in no event later than ten three (103) Business Days after an executive officer of any of the General Partner Loan Parties obtains Actual Knowledge knowledge thereof) written notice of: (a) 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 Borrower Loan Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses (i) which would in the reasonable judgment of the Loan Parties could reasonably be expected to have a Material Adverse Effect, (ii) with respect to any material Indebtedness of the Loan Parties or any of their Subsidiaries or (iii) with respect to any Loan Document; (b) any labor controversy that has resulted innotice of any violation received by any of the Loan Parties or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against any notice of violation of Environmental Laws, which in the Borrower which reasonable judgment of the Loan Parties in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by any of the Borrower Loan 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, (iii) all notices received by any of the Borrower Loan Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower Loan Parties obtaining knowledge or reason to know that the Borrower Loan 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 ERISAERISA and (v) the occurrence of a Reportable Event; (d) the occurrence of any event which constitutes, or which could reasonably be expected to result in, a Default or an Event of Default; (e) the occurrence of any event which constitutes, or which could reasonably be expected to result in, a Material Adverse Effect; (f) any material change in the accounting policies or financial reporting practices by and Loan Party or any Subsidiary; and (eg) of the determination by the Registered Public Accounting Firm providing the opinion required under Section 6.01(a)(ii) (in connection with its preparation of such opinion) or the Borrower’s determination at any event which would reasonably be expected to have a Material Adverse Effect.time of the occurrence or existence of any Internal Control Event; and

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after an executive a principal officer of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect; (b) any labor controversy that has resulted innotice of any violation received by the Credit Parties or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against any notice of violation of Environmental Laws, which in the Borrower which reasonable judgment of the Credit Parties in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound;Default; and (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 (e) any event which would reasonably be expected to have a Material Adverse Effect.)

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) telephonic and written notice of: (a) 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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (b) any notice of any violation received by 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 could reasonably be expected to have a Material Adverse Effect; (c) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower any Credit Party or any Subsidiary thereof which in any such case would could reasonably be expected to have a Material Adverse Effect; (d) any attachment, judgment, lien, levy or order exceeding the Threshold Amount that may be assessed against or threatened against any Credit Party or any Subsidiary thereof; (i) any Default or Event of Default or (ii) any event which constitutes or which with the passage Event of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be boundDefault; (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), (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower 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 (iv) the 43360385_8 Borrower obtaining knowledge or reason to know that the Borrower 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; (g) any event which makes any of the representations set forth in 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 (eh) 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 Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto. Documents required to be delivered pursuant to this Article VIII 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: (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 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 which would reasonably shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be expected 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 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 Debt Domain, IntraLinks, 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 43360385_8 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, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 14.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a Material Adverse Effectportion 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.”

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after an executive officer of any of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (bi) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would the reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect, (ii) with respect to any material Debt of the Credit Parties or any of their Subsidiaries or (iii) with respect to any Loan Document; (ib) any Default or Event notice of Default or (ii) any event which constitutes or which with violation received by any of the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower Credit Parties or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of its properties may violation of Environmental Laws, which in the reasonable judgment of the Credit Parties in any such case could reasonably be boundexpected 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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by any of the Borrower 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, (iii) all notices received by any of the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and which could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 ERISAERISA and (v) the occurrence of a Reportable Event; (d) the occurrence of any event which constitutes, or which could reasonably be expected to result in, a Default or an Event of Default; and (e) the occurrence of any event which would constitutes, or which could reasonably be expected to have result in, a Material Adverse Effect.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten five (105) Business Days after an executive officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) telephonic and written notice of: (a) 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 Borrower any Credit Party or any of its their properties, assets or businesses which would could reasonably be expected to have a Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower any Credit Party which in any such case would could reasonably be expected to have a Material Adverse Effect; (c) any attachment, judgment, lien, levy or order that may be assessed against or threatened against any Credit Party which could reasonably be expected to have a Material Adverse Effect; (d) (i) any Default or Event of Default or (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 other Material Contract to which the Borrower any Credit Party is a party or by which the Borrower any Credit Party or any of its properties such Credit Party's respective property may be bound; (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification , which default or event of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), default referred to in this clause (ii) all notices received by the Borrower or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or could reasonably be expected to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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; andMaterial Adverse Effect; (e) any violation of ERISA or any liability incurred under any Employee Benefit Plan or Multiemployer Plan which could reasonably be expected to have a Material Adverse Effect; (f) any event which would makes any of the representations set forth in Section 5.1 inaccurate in any material respect (provided that all Schedules must be updated by the Credit Parties only at each fiscal quarter end by forwarding any such updates to the Agent with the applicable Officer's Compliance Certificate); and (g) any proposed amendment, change or 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 The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders promptly (but in no event later than ten three (103) Business Days after an executive officer of any of the General Partner Loan Parties obtains Actual Knowledge knowledge thereof) written notice of: (a) 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 Borrower Loan Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses (i) which would in the reasonable judgment of the Loan Parties could reasonably be expected to have a Material Adverse Effect, (ii) with respect to any material Indebtedness of the Loan Parties or any of their Subsidiaries or (iii) with respect to any Loan Document; (b) any labor controversy that has resulted innotice of any violation received by any of the Loan Parties or any Subsidiary thereof from any Governmental Authority including, or threatens to result inwithout limitation, a strike or other work action against any notice of violation of Environmental Laws, which in the Borrower which reasonable judgment of the Loan Parties in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by any of the Borrower Loan 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, (iii) all notices received by any of the Borrower Loan Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal 66 liability pursuant to Section 4202 of ERISA and which could reasonably be expected to have a Material Adverse Effect, (iv) the Borrower Loan Parties obtaining knowledge or reason to know that the Borrower Loan 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 ERISAERISA and (v) the occurrence of a Reportable Event; (d) the occurrence of any event which constitutes, or which could reasonably be expected to result in, a Default or an Event of Default; (e) the occurrence of any event which constitutes, or which could reasonably be expected to result in, a Material Adverse Effect; and (ef) any event which would reasonably be expected to have a Material Adverse Effectmaterial change in the accounting policies or financial reporting practices by and Loan Party or any Subsidiary.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days after an executive officer of the General Partner Borrower obtains Actual Knowledge knowledge thereof) telephonic and written notice of: (a) 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 Borrower or any Subsidiary thereof or any of its their respective properties, assets or businesses which would could reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower or any Subsidiary thereof which in any such case would could reasonably be expected to have a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any Subsidiary thereof or any of its their respective properties may be bound; (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), (ii) all notices received by the 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, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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 (e) any event which would makes any of the representations set forth in Section 5.1 inaccurate in any material respect or any event 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 (10) Business Days days after an executive officer any Responsible Officer of the General Partner any Credit Party obtains Actual Knowledge knowledge thereof) 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; (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 Borrower any Credit Party or any Subsidiary thereof or any of its their respective properties, assets or businesses which would in each case that if adversely determined could reasonably be expected to have result in a Material Adverse Effect; (bc) any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including any notice of violation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (d) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower any Credit Party or any Subsidiary thereof, which in any such case would could reasonably be expected to have result in a Material Adverse Effect; (ie) any Default attachment, judgment, lien, levy or Event of Default or (ii) order exceeding the Threshold Amount has been assessed against 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 Borrower is a party or by which the Borrower Credit Party or any of its properties may be bound;Subsidiary thereof; and (f) (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), (ii) all notices received by the Borrower 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, (iiiii) all notices received by the Borrower 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 (iviii) the Borrower obtaining knowledge or reason to know that the Borrower 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; . 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 (e, to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall reasonably describe any event which would reasonably be expected and all provisions of this Agreement and any other Loan Document that, to the knowledge of a Responsible Officer of any Credit Party, have a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt (but in no event later than ten (10) Business Days days after an executive officer of the General Partner obtains Actual Knowledge obtaining knowledge thereof) telephonic and written notice of: (a) the commencement any Default or Event 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 Borrower or any of its properties, assets or businesses which would reasonably be expected to have Material Adverse EffectDefault; (b) any labor controversy matter, including, without limitation, (i) breach or non-performance of, or any default under, any Material Contract of the Borrower or any Subsidiary thereof, (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary thereof and any Governmental Authority, or (iii) the filing or commencement of, or any material development in, any litigation, proceeding or investigation affecting the Borrower or any Subsidiary thereof, including pursuant to any applicable Environmental Laws, that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would could reasonably be expected to have result in a Material Adverse Effect; (i) any Default or Event of Default or (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 Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; (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), (ii) all notices received by the 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, (iii) all notices received by the 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 (iv) the Borrower obtaining knowledge or reason to know that the 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, in each case that has resulted or could reasonably be expected to result in a Material Adverse Effect; and (ed) any event which would reasonably material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary thereof. Each notice pursuant to this Section 7.5 shall be expected 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 or any Subsidiary thereof, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.5(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have a Material Adverse Effectbeen breached.

Notice of Litigation and Other Matters. Prompt Promptly notify the Administrative Agent in writing of (but which shall promptly make such information available to the Lenders in no event later than ten (10) Business Days after an executive officer of the General Partner obtains Actual Knowledge thereof) written notice of:accordance with its customary practice): (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of all proceedings and investigations any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against any Credit Party or involving the Borrower any Restricted Subsidiary thereof or any of its their respective properties, assets or businesses which in each case that if adversely determined would reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Borrower which in any such case would reasonably be expected to have a Material Adverse Effect; (ic) the occurrence of any Default of the following, that alone or Event taken together with the occurrence of Default or (ii) any event which constitutes or which with the passage of time or giving of notice or both specified in this Section 8.3(c) that have occurred, would constitute reasonably be expected to result in a default or event of default under any Material Contract to which the Borrower is a party or by which the Borrower or any of its properties may be bound; 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), (ii) all notices received by the Borrower 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, (iiiii) all notices received by the Borrower 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 (iviii) the Borrower obtaining knowledge or reason to know that the Borrower 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 (ed) any event which development that has resulted in, or would reasonably be expected to have result in a Material Adverse Effect; and 98 (e) the failure by the Credit Parties to comply with the liquidity requirement set forth in Section 9.17 as of the end of any two week period referred to in said Section. 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) Business Days after an executive a principal officer of the General Partner Credit Parties obtains Actual Knowledge knowledge thereof) telephonic (confirmed in writing) or written notice of: (a) 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 Borrower Credit Parties or any Subsidiary thereof or any of its their respective properties, assets or businesses which would reasonably be expected to have Material Adverse Effect; (b) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against in the Borrower which in any such case would reasonable judgment of the Credit Parties could reasonably be expected to have a Material Adverse Effect; (ib) any notice of any violation received by the Credit Parties or any 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 have a Material Adverse Effect; (c) any Default or Event of Default or Default; and (iid) 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 Borrower is a party or by which the Borrower or any of its properties may be bound; (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)) which could reasonably be expected to have a Material Adverse Effect, (ii) all notices received by the Borrower 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, (iii) all notices received by the Borrower Credit Parties or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA which could reasonably have a Material Adverse Effect and (iv) the Borrower Credit Parties obtaining knowledge or reason to know that the Borrower 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 (e) any event which would reasonably be expected to have a Material Adverse Effect.