Common use of Notices and Information Clause in Contracts

Notices and Information. (a) Promptly notify Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly notify Agent in writing, of any of the following that affects any Consolidated Party: (i) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (ii) any pending or threatened (in writing) material labor dispute, strike or walkout, or the expiration of any material labor contract not concurrently replaced; (iii) any default under or termination of a Material Contract; (iv) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount); (v) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vi) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viii) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ix) any opening of a new office or place of business holding tangible Collateral exceeding $750,000, at least 10 days prior to such opening. (c) Promptly notify Agent of the occurrence of any ERISA Event. (d) Promptly notify Agent of any material change in accounting policies or financial reporting practices by any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of Agent following the occurrence of any event or the discovery of any condition which Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 to be untrue in any material respect, the Obligors will furnish or cause to be furnished to Agent, at the Obligors’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a), deliver to Agent a report signed by a Senior Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor since the last day of the immediately preceding Fiscal Year and (ii) a list of all patent applications, trademark applications, service xxxx applications, trade name applications and copyright applications submitted by any Obligor since the last day of the immediately preceding Fiscal Year and the status of each such application, all in such form as shall be reasonably satisfactory to Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, to the extent required to be filed by Company pursuant to Company’s obligations under the Securities Exchange Act of 1934, as amended, copies of (i) all notices or written requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any material instrument, indenture, loan or credit or similar agreement, and (ii) from time to time upon request by the Agent, such information and reports regarding such material instruments, indentures and loan and credit and similar agreements as the Agent may reasonably request. (a) shall describe with particularity any and all provisions of this Agreement and any other Credit Document giving rise to such Default or Event of Default.

Notices and Information. (a) Promptly upon any Responsible Officer obtaining knowledge thereof notify the Administrative Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly upon any Responsible Officer obtaining knowledge thereof notify the Administrative Agent in writing, and each Lender of any of the following matter that affects any Consolidated Party: (i) the written threat has resulted or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have result in a Material Adverse Effect; Effect (ii) any pending or threatened (in writing) material labor disputeincluding, strike or walkout, or the expiration of any material labor contract not concurrently replaced; (iii) any default under or termination of a Material Contract; (iv) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if without limitation and to the extent that they are covered by insurance and any of the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount); (v) the assertion in writing of any Intellectual Property Claim, if an adverse resolution following could reasonably be expected to have result in a Material Adverse Effect; , any (vii) any violation breach or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSAnon-performance of, or any default under, any Material Contractual Obligations of the Borrower or any Subsidiary; (ii) dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viii) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ix) any opening of a new office or place of business holding tangible Collateral exceeding $750,000, at least 10 days prior to such opening. (c) Promptly upon any Responsible Officer obtaining knowledge thereof notify the Administrative Agent of the occurrence of any ERISA Event. (d) Promptly upon any Responsible Officer obtaining knowledge thereof notify the Administrative Agent of any material change in accounting policies or financial reporting practices by the Borrower or any other Consolidated Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 6.09 to be untrue in any material respect, the Obligors Loan Parties will furnish or cause to be furnished to the Administrative Agent, at the ObligorsLoan Parties’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Loan Party with Environmental Laws at such Real Properties. . If the Loan Parties fail to deliver such an environmental report within seventy-five (f75) At days after receipt of such written request then the time Administrative Agent may arrange for same, and the Loan Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of delivery of any assessment arranged for by the financial statements Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and reports provided for in added to the obligations secured by the Collateral Documents. Each notice pursuant to this Section 10.1.1(a), deliver to Agent a report signed 7.03 shall be accompanied by a Senior statement of a Responsible Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor since the last day details of the immediately preceding Fiscal Year occurrence referred to therein and (ii) a list of all patent applications, trademark applications, service xxxx applications, trade name applications stating what action the Borrower has taken and copyright applications submitted by any Obligor since the last day of the immediately preceding Fiscal Year and the status of each such application, all in such form as shall be reasonably satisfactory proposes to Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, to the extent required to be filed by Company take with respect thereto. Each notice pursuant to Company’s obligations under the Securities Exchange Act of 1934, as amended, copies of (i) all notices or written requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any material instrument, indenture, loan or credit or similar agreement, and (ii) from time to time upon request by the Agent, such information and reports regarding such material instruments, indentures and loan and credit and similar agreements as the Agent may reasonably request. (aSection 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise known to such Default or Event of Defaulthave been breached.

Notices and Information. (a) Promptly notify Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly notify Agent and each Lender in writing, of any of the following that affects any Consolidated Party: (ia) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (iib) any pending or threatened (in writing) material labor dispute, strike or walkout, or the expiration of any material labor contract not concurrently replacedcontract; (iiic) any default under or termination of a Material Contract; (ivd) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount)2,500,000; (ve) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vif) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (viig) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viiih) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ixi) any opening of a new office or place of business holding tangible Collateral exceeding $750,000business, at least 10 30 days prior to such opening. (c) Promptly notify Agent and each Lender of (i) the occurrence of any ERISA Event, and (ii) the occurrence of any Internal Control Event. (d) Promptly notify Agent and each Lender of any material change in accounting policies or financial reporting practices by any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of Agent following the occurrence of any event or the discovery of any condition which Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 to be untrue in any material respect, the Obligors will furnish or cause to be furnished to Agent, at the Obligors’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. If the Obligors fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then Agent may arrange for same, and the Consolidated Parties hereby grant to Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by Agent pursuant to this provision will be payable by the Obligors on demand and added to the obligations secured by the Security Documents. (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a), deliver to Agent a report signed by a Senior Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor since the last day of the immediately preceding Fiscal Year fiscal year and (ii) a list of all patent applications, trademark applications, service xxxx mxxx applications, trade name applications and copyright applications submitted by any Obligor since the last day of the immediately preceding Fiscal Year fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party Upon obtaining knowledge thereof, to the extent required to be filed by Company pursuant to Company’s obligations under will promptly provide Agent and the Securities Exchange Act of 1934, as amended, copies of Lenders with (i) all notices written notice of any actual or written requests and other documents (including amendmentsexpected MLP Conversion, waivers and other modifications) so received under or pursuant to any material instrument, indenture, loan or credit or similar agreement, and (ii) from time the circumstances and relevant facts regarding such MLP Conversion (including the information with respect to time upon request pro forma historical income, cash flow and capitalization, each after giving effect to such MLP Conversion), (iii) a certificate signed by a Senior Officer of the Agent, Borrower Agent or its general partner stating that each of the MLP Conversion Conditions has been satisfied and (iv) such additional information and reports documents regarding such material instruments, indentures MLP Conversion as may be reasonably requested by Agent and/or any Lender. Each notice pursuant to this Section 10.1.3(a) through (e) shall be accompanied by a statement of a Senior Officer of the Borrower Agent or its general partner setting forth in reasonable detail the occurrence referred to therein and loan stating what action the Borrowers have taken and credit and similar agreements as the Agent may reasonably request. (apropose to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise to such Default or Event of Defaultthat have been breached.

Notices and Information. (a) Promptly notify the Administrative Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly notify the Administrative Agent and each Lender in writing, of any of the following that affects any Consolidated Party: (i) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (ii) any pending or threatened (in writing) material labor dispute, strike or walkout, or the expiration of any material labor contract not concurrently replacedcontract; (iii) any default under or termination of a Material Contract; (iv) the existence of any Default or Event of Default; (v) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount)7,500,000; (vvi) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vivii) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (viiviii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viiiix) the discharge of or any withdrawal or resignation by any the Borrower’s independent accountants; or (ixx) any opening of a new office or place of business holding tangible Collateral exceeding $750,000business, at least 10 30 days prior to such opening. (c) Promptly notify the Administrative Agent and each Lender of the occurrence of any ERISA Event. (d) Promptly notify the Administrative Agent and each Lender of any material change in accounting policies or financial reporting practices by any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 6.09 to be untrue in any material respect, the Obligors Loan Parties will furnish or cause to be furnished to the Administrative Agent, at the ObligorsLoan Parties’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Consolidated Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and added to the obligations secured by the Collateral Documents. (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a7.01(a), deliver to the Administrative Agent a report signed on behalf of the Borrower by a Senior an Responsible Officer of the Borrower Agent or its general partner General Partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and (ii) a list of all patent applications, trademark applications, service xxxx mxxx applications, trade name applications and copyright applications submitted by any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to the Administrative Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, to the extent required to be filed by Company pursuant to Company’s obligations under the Securities Exchange Act of 1934, as amended, copies of (i) all notices or written requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or material instrument, indenture, loan or credit or similar agreementagreement and, and (ii) from time to time upon request by the Administrative Agent, such information and reports regarding the Related Documents and such material instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request. . Each notice pursuant to this Section 7.03(a) through (ae) shall be accompanied by a statement of a Responsible Officer of the General Partner setting forth in reasonable detail the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise to such Default or Event of Defaultthat have been breached.

Notices and Information. (a) Promptly notify the Administrative Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly notify the Administrative Agent and each Lender in writing, of any of the following that affects any Consolidated Party: (ia) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (iib) any pending or threatened (in writing) material labor dispute, strike or walkout, or the expiration of any material labor contract not concurrently replacedcontract; (iiic) any default under or termination of a Material Contract; (ivd) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount)2,500,000; (vf) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vig) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (viih) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viiii) the discharge of or any withdrawal or resignation by any the Borrower’s independent accountants; or (ixj) any opening of a new office or place of business holding tangible Collateral exceeding $750,000business, at least 10 30 days prior to such opening. (c) Promptly notify the Administrative Agent and each Lender of (i) the occurrence of any ERISA Event, and (ii) the occurrence of any Internal Control Event. (d) Promptly notify the Administrative Agent and each Lender of any material change in accounting policies or financial reporting practices by any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 6.09 to be untrue in any material respect, the Obligors Loan Parties will furnish or cause to be furnished to the Administrative Agent, at the ObligorsLoan Parties’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Consolidated Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and added to the obligations secured by the Collateral Documents. (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a7.01(a), deliver to the Administrative Agent a report signed on behalf of the Borrower by a Senior an Responsible Officer of the Borrower Agent or its general partner General Partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and (ii) a list of all patent applications, trademark applications, service xxxx mxxx applications, trade name applications and copyright applications submitted by any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to the Administrative Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party Upon obtaining knowledge thereof, to the extent required to be filed by Company pursuant to Company’s obligations under Borrower will promptly provide the Securities Exchange Act of 1934, as amended, copies of Administrative Agent and the Lenders with (i) all notices written notice of any actual or written requests expected MXX Xxxxxxxxxx, (xx) the circumstances and other documents relevant facts regarding such MLP Conversion (including amendmentsthe information with respect to pro forma historical income, waivers cash flow and other modifications) so received under or pursuant capitalization, each after giving effect to any material instrument, indenture, loan or credit or similar agreementsuch MLP Conversion), and (iiiii) from time to time upon request such additional information and documents regarding such MLP Conversion as may be reasonably requested by the Agent, such information Administrative Agent and/or any Lender. Each notice pursuant to this Section 7.03(a) through (e) shall be accompanied by a statement of a Responsible Officer of the General Partner setting forth in reasonable detail the occurrence referred to therein and reports regarding such material instruments, indentures stating what action the Borrower has taken and loan and credit and similar agreements as the Agent may reasonably request. (aproposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise to such Default or Event of Defaultthat have been breached.

Notices and Information. (a) Promptly Promptly, and in any event within three Business Days after knowledge thereof by a Responsible Officer, notify the Administrative Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly Promptly, and in any event within three Business Days after knowledge thereof by a Responsible Officer of the Borrower or Subsidiary, as the case may be, notify the Administrative Agent in writing, of any of the following matter that affects any Consolidated Party: has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the written threat Borrower or commencement of any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or investigationsuspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, whether or not covered by insuranceany material development in, if an adverse determination any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, in each case to the extent the same could reasonably be expected to have a Material Adverse Effect; (ii) any pending or threatened (in writing) material labor dispute, strike or walkout, or the expiration of any material labor contract not concurrently replaced; (iii) any default under or termination of a Material Contract; (iv) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount); (v) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vi) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viii) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ix) any opening of a new office or place of business holding tangible Collateral exceeding $750,000, at least 10 days prior to such opening. (c) Promptly notify the Administrative Agent and each Lender of the occurrence of any ERISA Event. (d) Promptly notify the Administrative Agent and each Lender of any material change in accounting policies or financial reporting practices by the Borrower or any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3Subsidiary. (e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 5.09 to be untrue in any material respect, the Obligors Borrower will furnish or cause to be furnished to the Administrative Agent, at the Obligors’ Borrower’s expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. If the Borrower fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Consolidated Parties hereby grant to the Administrative Agent and its representatives access (upon reasonable notice and during normal business hours) to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable and invoiced out-of-pocket cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Borrower on demand. (f) At No later than five (5) days after a Responsible Officer obtains knowledge of any such issuance of change, give notice to the time Administrative Agent (by telephone, followed promptly by written notice transmitted by facsimile or electronic (pdf) transmission with a hand copy sent promptly thereafter) of delivery any issuance of change (either expressly or pursuant to a letter from S&P or Mxxxx’x stating an “implied” rating), in rating by S&P or Mxxxx’x in respect of the financial statements and reports provided for in Section 10.1.1(aBorrower’s non-credit enhanced senior long-term debt (secured or unsecured), deliver together with details thereof, and of any announcement by S&P or Mxxxx’x that its rating in respect of such non-credit enhanced senior long-term debt (secured or unsecured) is “under review” or that any such debt rating has been placed on a “Credit Watch List”® or “watch list” or that any similar action has been taken by S&P or Mxxxx’x. Each notice pursuant to Agent a report signed this Section 6.03(a) through (f) shall be accompanied by a Senior statement of a Responsible Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor since the last day details of the immediately preceding Fiscal Year occurrence referred to therein and (ii) a list of all patent applications, trademark applications, service xxxx applications, trade name applications stating what action the Borrower has taken and copyright applications submitted by any Obligor since the last day of the immediately preceding Fiscal Year and the status of each such application, all in such form as shall be reasonably satisfactory proposes to Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, to the extent required to be filed by Company take with respect thereto. Each notice pursuant to Company’s obligations under the Securities Exchange Act of 1934, as amended, copies of (i) all notices or written requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any material instrument, indenture, loan or credit or similar agreement, and (ii) from time to time upon request by the Agent, such information and reports regarding such material instruments, indentures and loan and credit and similar agreements as the Agent may reasonably request. (aSection 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise to such Default or Event of Defaultthat have been breached.

Notices and Information. (a) Promptly notify the Administrative Agent and each Lender in writing (who shall notify the other Lenders) of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly notify the Administrative Agent in writing, (who shall notify the other Lenders) of any of the following matter that affects any Consolidated Party: (i) the written threat has resulted or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could would reasonably be expected to have result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party; (ii) any pending or threatened (in writing) material labor dispute, strike litigation, investigation, proceeding or walkout, suspension between any Loan Party and any Governmental Authority; or the expiration of any material labor contract not concurrently replaced; (iii) any default under or termination of a Material Contract; (iv) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount); (v) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vi) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any material development in, any material litigation or proceeding affecting any Loan Party, including pursuant to any applicable Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viii) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ix) any opening of a new office or place of business holding tangible Collateral exceeding $750,000, at least 10 days prior to such opening. (c) Promptly notify the Administrative Agent (who shall notify the other Lenders) of the occurrence of any ERISA Event. (d) Promptly notify the Administrative Agent (who shall notify the other Lenders) of any material change in accounting policies or financial reporting practices by any Consolidated Loan Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 6.09 to be untrue in any material respect, the Obligors Loan Parties will furnish or cause to be furnished to the Administrative Agent, at the Obligors’ Loan Parties' expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Loan Party with Environmental Laws at such Real Properties. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Loan Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and added to the obligations secured by the Collateral Documents. (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a7.01(a), deliver to the Administrative Agent a report signed by a Senior an Responsible Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and (ii) a list of all patent applications, trademark applications, service xxxx applications, trade name applications and copyright applications submitted by any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to the Administrative Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, to the extent required to be filed by Company . Each notice pursuant to Company’s obligations under this Section 7.03(a) through (e) shall be accompanied by a statement of a Responsible Officer of the Securities Exchange Act Borrower setting forth details of 1934, as amended, copies of (i) all notices or written requests the occurrence referred to therein and other documents (including amendments, waivers stating what action the Borrower has taken and other modifications) so received under or proposes to take with respect thereto. Each notice pursuant to any material instrument, indenture, loan or credit or similar agreement, and (ii) from time to time upon request by the Agent, such information and reports regarding such material instruments, indentures and loan and credit and similar agreements as the Agent may reasonably request. (aSection 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise to such Default or Event of Defaultthat have been breached.

Notices and Information. (a) Promptly notify Agent and each Lender in writing of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly notify Agent and each Lender in writing, of any of the following that affects any Consolidated Party: (ia) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (iib) any pending or threatened (in writing) material labor dispute, strike or walkout, or the expiration of any material labor contract not concurrently replacedcontract; (iiic) any default under or termination of a Material Contract; (ivd) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount)7,500,000; (ve) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vif) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (viig) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viiih) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ixi) any opening of a new office or place of business holding tangible Collateral exceeding $750,000business, at least 10 30 days prior to such opening. (c) Promptly notify Agent and each Lender of the occurrence of any ERISA Event. (d) Promptly notify Agent and each Lender of any material change in accounting policies or financial reporting practices by any Consolidated Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of Agent following the occurrence of any event or the discovery of any condition which Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 to be untrue in any material respect, the Obligors will furnish or cause to be furnished to Agent, at the Obligors’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Party with Environmental Laws at such Real Properties. If the Obligors fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then Agent may arrange for same, and the Consolidated Parties hereby grant to Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by Agent pursuant to this provision will be payable by the Obligors on demand and added to the obligations secured by the Security Documents. (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a), deliver to Agent a report signed by a Senior Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor since the last day of the immediately preceding Fiscal Year fiscal year and (ii) a list of all patent applications, trademark applications, service xxxx mxxx applications, trade name applications and copyright applications submitted by any Obligor since the last day of the immediately preceding Fiscal Year fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, to the extent required to be filed by Company pursuant to Company’s obligations under the Securities Exchange Act of 1934, as amended, copies of (i) all notices or written requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or material instrument, indenture, loan or credit or similar agreementagreement and, and (ii) from time to time upon request by the Agent, such information and reports regarding the Related Documents and such material instruments, indentures and loan and credit and similar agreements as the Agent may reasonably request. . Each notice pursuant to this Section 10.1.3(a) through (ae) shall be accompanied by a statement of a Senior Officer of the Borrower Agent or its general partner setting forth in reasonable detail the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise to such Default or Event of Defaultthat have been breached.

Notices and Information. (a) Promptly notify the Administrative Agent and each Lender in writing (who shall notify the other Lenders) of the occurrence of any Default or Event of Default and the nature thereof. (b) Promptly notify the Administrative Agent in writing, (who shall notify the other Lenders) of any of the following matter that affects any Consolidated Party: (i) the written threat has resulted or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could would reasonably be expected to have result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party; (ii) any pending or threatened (in writing) material labor dispute, strike litigation, investigation, proceeding or walkout, suspension between any Loan Party and any Governmental Authority; or the expiration of any material labor contract not concurrently replaced; (iii) any default under or termination of a Material Contract; (iv) any judgment in an amount exceeding $10,000,000 (provided that (A) this clause (iv) shall exclude judgments if and to the extent that they are covered by insurance and the insurer has acknowledged such coverage and is able to pay such claim and (B) if Availability exceeds $100,000,000 on a Pro Forma Basis after giving effect to such judgment at the time of such judgment, then notice of a judgment must be given only if the amount of such judgment exceeds the Threshold Amount); (v) the assertion in writing of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vi) any violation or asserted (in writing) violation of any Applicable Law (including ERISA, OSHA, FLSAcommencement of, or any material development in, any material litigation or proceeding affecting any Loan Party, including pursuant to any applicable Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (viii) the discharge of or any withdrawal or resignation by any Borrower’s independent accountants; or (ix) any opening of a new office or place of business holding tangible Collateral exceeding $750,000, at least 10 days prior to such opening. (c) Promptly notify the Administrative Agent (who shall notify the other Lenders) of the occurrence of any ERISA Event. (d) Promptly notify the Administrative Agent (who shall notify the other Lenders) of any material change in accounting policies or financial reporting practices by any Consolidated Loan Party, including any determination by the Borrowers referred to in Section 3.3. (e) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or the discovery of any condition which the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 9.1.9 6.09 to be untrue in any material respect, the Obligors Loan Parties will furnish or cause to be furnished to the Administrative Agent, at the ObligorsLoan Parties’ expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on any Real Properties impacted or affected by the breach of the representation or warranty, and as to the compliance by any Consolidated Loan Party with Environmental Laws at such Real Properties. If the Loan Parties fail to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Administrative Agent may arrange for same, and the Loan Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties to reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Loan Parties on demand and added to the obligations secured by the Collateral Documents. (f) At the time of delivery of the financial statements and reports provided for in Section 10.1.1(a7.01(a), deliver to the Administrative Agent a report signed by a Senior an Responsible Officer of the Borrower Agent or its general partner setting forth (i) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and (ii) a list of all patent applications, trademark applications, service xxxx mxxx applications, trade name applications and copyright applications submitted by any Obligor Loan Party since the last day of the immediately preceding Fiscal Year fiscal year and the status of each such application, all in such form as shall be reasonably satisfactory to the Administrative Agent. (g) Not later than five Business Days after receipt thereof by any Consolidated Party thereof, to the extent required to be filed by Company . Each notice pursuant to Company’s obligations under this Section 7.03(a) through (e) shall be accompanied by a statement of a Responsible Officer of the Securities Exchange Act Borrower setting forth details of 1934, as amended, copies of (i) all notices or written requests the occurrence referred to therein and other documents (including amendments, waivers stating what action the Borrower has taken and other modifications) so received under or proposes to take with respect thereto. Each notice pursuant to any material instrument, indenture, loan or credit or similar agreement, and (ii) from time to time upon request by the Agent, such information and reports regarding such material instruments, indentures and loan and credit and similar agreements as the Agent may reasonably request. (aSection 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Loan Document giving rise to such Default or Event of Defaultthat have been breached.