Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing after any Responsible Officer of any Loan Party has knowledge thereof: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower Group Members thereof not previously disclosed in writing to the Lenders or any of its Affiliates material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries or any other Loan Party in an aggregate amount exceeding $2,500,0002,000,000; and (d) the occurrence of any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;; and (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries the other Loan Parties in an aggregate amount exceeding $2,500,000500,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000500,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiary thereof, or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $1,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0001,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiary thereof, or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $500,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000500,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, investigation, arbitration or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiary thereof, or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders), that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $10,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0003,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0001,000,000; and (d) the occurrence of any environmental event that, alone or together with any other development (excluding matters of a general economicenvironmental events that have occurred, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on result in liability of the BorrowerBorrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within unless the time periods set forth herein, the failure to provide notice Borrower first became aware of such Default shall not itself result in an Event of Default hereunderfrom a notice delivered by the Administrative Agent); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Effective Date, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,00020,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the BorrowerBorrower and its Subsidiaries, taken as a whole) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (which shall distribute such materials to each Lender prompt of the Lenders) promptly following obtaining knowledge thereof by a Responsible Officer of the Borrower, written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, Subsidiary thereof that could reasonably be expected to be adversely determined and if adversely determined, could reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the (i) occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, (ii) receipt of any notice indicating any intention by the PBGC to terminate any Plan, or (iii) receipt of any notice indicating any intention by a multiemployer plan to obtain any withdrawal liability of from the Borrower and or any of its Subsidiaries in an aggregate amount exceeding $2,500,000or ERISA Affiliates (provided such withdrawal liability could reasonably be expected to exceed US$150,000,000); and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered (or deemed to have been delivered) under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower A Responsible Officer will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting QRE MLP, the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, has a reasonable possibility of its Affiliates an adverse determination that, if adversely determined, could reasonably be expected to result in liability in excess of the lesser of $10,000,000 and a Material Adverse Effectdollar amount equal to five percent (5%) of the Borrowing Base, not fully covered by insurance, subject to normal deductibles; (c) after it becomes aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries any Obligor in an aggregate amount exceeding $2,500,0001,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower Parent will furnish to the Administrative Agent and each Lender prompt (for distribution to the Lenders) written notice promptly upon any Financial Officer, or other officer or employee responsible for compliance with the Loan Documents, of Parent or any Subsidiary becoming aware of any of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Parent or any of its Affiliates thatRestricted Subsidiary, if adversely determinedor any adverse development in any such pending action, could suit or proceeding not previously disclosed in writing by Parent to the Administrative Agent and the Lenders, that in each case would reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) any and all notices that a material default has occurred and is continuing received under or with respect to any leased location or public warehouse where Collateral having an aggregate value in excess of $5,000,000 is located (which shall be delivered within ten (10) Business Days after receipt thereof); (d) the occurrence of any an ERISA Event thatthat has resulted, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result result, in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000a Material Adverse Effect; andor (de) any other development (excluding matters of a general economicthat has resulted, financial or political nature to the extent that they could not would reasonably be expected to have a disproportionate effect on the Borrower) that results inresult, or could reasonably be expected to result in, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon Each of the Borrower becoming aware of any of the following, the Borrower and Holdings will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement receipt of any action, suit notice of any investigation by a Governmental Authority or any litigation or proceeding by commenced or before threatened against any arbitrator or Governmental Authority against or affecting the Borrower Loan Party or any Subsidiary that (i) seeks damages in excess of its Affiliates $5,000,000, (ii) seeks injunctive relief that, if adversely determinedgranted, could would reasonably be expected to result in have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, or (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $5,000,000 in respect of any tax, fee, assessment, or other governmental charge; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Loan Parties and its their Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Credit Parties will furnish to the Administrative Agent and each Lender prompt written notice of the following:following (with copies for each Lender): (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Credit Parties or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Guarantor and its the Subsidiaries in an aggregate amount exceeding $2,500,000250,000; (d) the receipt of any notice or the occurrence of any event that could reasonably be expected to result in an Environmental Liability of the Guarantor, the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the receipt of any notice of the bankruptcy or cessation of operations of any tenant to which greater than two percent (2%) of the Borrower’s share of annual base rent is attributable; and (df) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. The Administrative Agent shall promptly furnish a copy of all reports and other information delivered to it pursuant to this SECTION 5.2 to each of the Lenders.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and10,000,000; (d) any labor matters which could reasonably be expected, individually or in the aggregate to be materially adverse to the Lenders; (e) the date on which the aggregate net book value of trucks and other vehicles and rolling stock, leased or owned, of the Borrower or any of its Domestic Subsidiaries registered or titled in Mexico and Canada exceeds $3,000,000; (f) any other development (excluding matters other than a development with respect to a Multiemployer Plan, unless such development is the occurrence of a general economic, financial or political nature an ERISA Event with respect to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrowersuch Multiemployer Plan) that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (g) any proposed amendments, modifications or other changes to the MOU. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within unless the time periods set forth herein, the failure to provide notice Borrower first became aware of such Default shall not itself result in an Event of Default hereunderfrom a notice delivered by the Administrative Agent); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Effective Date, could reasonably be expected to 109 BUSINESS.29259741.231546920 result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,00020,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the BorrowerBorrower and its Subsidiaries, taken as a whole) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $20,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and20,000,000; (d) the assertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that could not (either individually or in the aggregate) result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $20,000,000; and 364-Day Credit Agreement (e) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $20,000,000; Five-Year Credit Agreement (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,00020,000,000; (d) the assertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that could not (either individually or in the aggregate) result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $20,000,000; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any The Borrower, as soon as practicable after a Financial Officer or other executive officer of the followingBorrower, the Borrower Holdings or Acqco knows or reasonably should know thereof, will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any of its Affiliates Affiliate thereof or, prior to the Merger, Acqco that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings, the Borrower and its Borrower, the other Subsidiaries and, prior to the Merger, Acqco in an aggregate amount exceeding $2,500,0005,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably (either in the reasonable judgment of the Borrower or in the reasonable judgment of the Person delivering such certificate) be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon TheUpon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) : the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder); (b) ; the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) ; the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and (d) and any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within unless the time periods set forth herein, the failure to provide notice Borrower first became aware of such Default shall not itself result in an Event of Default hereunderfrom a notice delivered by the Administrative Agent); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Effective Date, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,00020,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the BorrowerBorrower and its Subsidiaries, taken as a whole) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the 742026061 21680120750959138 21680120 event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt promptly, and, in any event, within five (5) Business Days, written notice of the following: (a) the occurrence of any Default (provided of which the Borrower has knowledge and the action that if such Default is subsequently cured within the time periods set forth herein, the failure Obligors are taking or propose to provide notice of such Default shall not itself result in an Event of Default hereunder)take with respect thereto; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and10,000,000; (d) any default by the Borrower under any Material Contract, together with a description of the nature of such default and any action taken or proposed to be taken with respect to such default; and (e) any other development (excluding matters of a general economic, financial or political nature with respect to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) Borrower and its Subsidiaries that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt Lender, promptly after the Borrower obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (bi) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary not previously disclosed in writing to the Administrative Agent as to which there is a reasonable possibility of its Affiliates an adverse determination that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect and (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against the Borrower or any Subsidiary (whether or not previously disclosed to the Lenders) that, in the case of either (i) or (ii) above, if adversely determined, could reasonably be expected to result in liability in excess of $50,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,00025,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, has had a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Loan Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Company and its Subsidiaries in an aggregate amount exceeding $2,500,000; and1,000,000; (d) any other development (excluding matters of a general economic, financial or political nature claim to the extent effect that they the Company or any of its Subsidiaries has become subject to any Environmental Liability or any allegation that the Company or any of its Subsidiaries has violated any Environmental Law which could not reasonably be expected to have a disproportionate effect on the BorrowerMaterial Adverse Effect; and (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Domestic Borrower will furnish to the Administrative Agent and each Lender prompt promptly and, in any event, within five (5) Business Days after acquiring knowledge thereof, written notice of the following: (a) the occurrence of any Default (provided of which the Domestic Borrower has knowledge and the action that if such Default is subsequently cured within the time periods set forth herein, the failure Obligors are taking or propose to provide notice of such Default shall not itself result in an Event of Default hereunder)take with respect thereto; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Obligor or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries any Obligor in an aggregate amount exceeding $2,500,000; and10,000,000; (d) any default by the Borrowers or any of their Subsidiaries under any Material Contract, together with a description of the nature of such default and any action taken or proposed to be taken with respect to such default; and (e) any other development (excluding matters of a general economic, financial or political nature with respect to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) either Borrower and its respective Subsidiaries that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Domestic Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent Agents and each Lender prompt Lender, promptly upon becoming aware thereof, written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates or any Facility that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on Material Adverse Effect; (d) the Borrowerassertion of any environmental matter by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that, if adversely 62 -58- LOAN AGREEMENT determined, would not (either individually or in the aggregate) have a Material Adverse Effect; and (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent (and upon receipt thereof the Administrative Agent will promptly furnish to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $25,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Company and its Subsidiaries in an aggregate amount exceeding $2,500,000; and25,000,000; (d) the assertion of any other development (excluding matters of a general economicenvironmental matter by any Person against, financial or political nature with respect to the extent activities of, the Company or any of its Subsidiaries and any violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that they could not reasonably be expected to have a disproportionate effect on (either individually or in the Borroweraggregate) result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $25,000,000; and (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the each Administrative Agent and each Lender prompt written notice (which in any event shall be furnished within 30 days) of the following: (a) the occurrence any Executive Officer’s becoming aware of any Default (that has occurred, unless the Borrower has previously provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)notification; (b) any Executive Officer’s becoming aware of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatAffiliate thereof and that such action, suit or proceeding, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) any Executive Officer’s becoming aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred and are then outstanding, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; and (d) any Executive Officer’s becoming aware of any other development (excluding matters of a general economic, financial or political nature to that the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that Financial Officer is aware results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial an Executive Officer or other executive officer of the Borrower setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent (and upon receipt thereof the Administrative Agent will promptly furnish to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $20,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Company and its Subsidiaries in an aggregate amount exceeding $2,500,00020,000,000; (d) the assertion of any environmental matter by any Person against, or with respect to the activities of, the Company or any of its Subsidiaries and any violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that could not (either individually or in the aggregate) result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $20,000,000; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.. Credit Agreement

Notices of Material Events. Upon Promptly and in any event within five Business Days after a Responsible Officer of the Borrower becoming becomes aware of any of the followingthereof (unless such notification timing is not commercially practicable or legally permissible), the Borrower will furnish give notice in writing to the Administrative Agent and each Lender prompt written notice of the following:following (and the Agent will provide such notice to the Lenders, via the Platform (as defined in Section 9.17(b)) or otherwise): (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written notice of intention of any Person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority Authority, against or affecting the Borrower or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; (d) receipt of notice of the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans, but only if such financial penalty could reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent event that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. ; Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon Promptly and in any event within five Business Days after a Responsible Officer of the Borrower becoming becomes aware of any of the followingthereof (unless such notification timing is not commercially practicable or legally permissible), the Borrower will furnish give notice in writing to the Administrative Agent and each Lender prompt written notice of the following:following (and the Agent will provide such notice to the Lenders, via the Platform (as defined in Section 9.17(b)) or otherwise): (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written notice of intention of any Person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority Authority, against or affecting the Borrower or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; (d) receipt of notice of the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non‑U.S. Plans, but only if such financial penalty could reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent event that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. ; Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party thereof not previously disclosed in writing to the Borrower Lenders or any of its Affiliates material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $150,000, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries Loan Parties in an aggregate amount exceeding $2,500,000100,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse EffectEffect except (i) the continuation of the Bankruptcy Cases and (ii) the continuation of the circumstances giving rise to the filing thereof or as a result thereof. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower Group Members thereof not previously disclosed in writing to the Lenders or any of its Affiliates material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries or any other Loan Party in an aggregate amount exceeding $2,500,000; and1,000,000; (d) the occurrence of any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to the Administrative Agent or such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Domestic Borrower will furnish to the Administrative Agent and each Lender prompt promptly and, in any event, within five (5) Business Days after acquiring knowledge thereof, written notice of the following: (a) the occurrence of any Default (provided of which the Domestic Borrower has knowledge and the action that if such Default is subsequently cured within the time periods set forth herein, the failure Obligors are taking or propose to provide notice of such Default shall not itself result in an Event of Default hereunder)take with respect thereto; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Obligor or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of the Loan Documents; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries any Obligor in an aggregate amount exceeding $2,500,000; and10,000,000; (d) any other development (excluding matters default by the Borrowers or any of a general economic, financial or political nature to the extent their Subsidiaries under any Material Contract that they could not reasonably be expected to have a disproportionate effect on Material Adverse Effect, together with a description of the Borrowernature of such default and any action taken or proposed to be taken with respect to such default; and (e) any other development with respect to either Borrower and its respective Subsidiaries that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Domestic Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware The U.S. Borrower, as soon as practicable after a Financial Officer or other executive officer of any either of the followingBorrowers or Parent knows or reasonably should know thereof, the Borrower will furnish to the U.S. Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Parent, the Borrower Borrowers or any of its their Affiliates that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Parent, the U.S. Borrower and its the Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; (d) the occurrence of any event or action that results in an unfunded liability that, alone or together with any other unfunded liabilities that have occurred in respect of a Foreign Pension Plan that could reasonably be expected to result in liability of Parent, the U.S. Borrower, the Canadian Borrower or any Subsidiary in an aggregate amount exceeding $5,000,000; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably (either in the reasonable judgment of the U.S. Borrower or in the reasonable judgment of the Person delivering such certificate) be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the U.S. Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an or Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of the Borrower, affecting the Borrower or any of its Affiliates thatSubsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply in any material respect with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability in excess of $2,500,000, (iii) receives notice of any claim with respect to any Environmental Liability in excess of $2,500,000, or (iv) becomes aware of any basis for any Environmental Liability in excess of $2,500,000 and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (f) Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent (and upon receipt thereof the Administrative Agent will promptly furnish to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $35,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Company and its Subsidiaries in an aggregate amount exceeding $2,500,000; and35,000,000; (d) the assertion of any other development (excluding matters of a general economicenvironmental matter by any Person against, financial or political nature with respect to the extent activities of, the Company or any of its Subsidiaries and any violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental matter or alleged violation that they could not reasonably be expected to have a disproportionate effect on (either individually or in the Borroweraggregate) result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $35,000,000; and (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of (i) any Default or (provided that if such ii) any Default is subsequently cured within under and as defined in the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Senior Secured Notes Indenture; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; Credit Agreement (d) the assertion of any Environmental Claim by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any Environmental Claim or alleged violation that, if adversely determined, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice (which in any event shall be furnished within 30 days) of the following: (a) the occurrence any Executive Officer's becoming aware of any Default (that has occurred, unless the Borrower has previously provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)notification; (b) any Executive Officer's becoming aware of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatAffiliate thereof and that such action, suit or proceeding, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) any Executive Officer's becoming aware of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred and are then outstanding, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; and (d) any Executive Officer's becoming aware of any other development (excluding matters of a general economic, financial or political nature to that the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that Financial Officer is aware results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial an Executive Officer or other executive officer of the Borrower setting forth the details a description of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth hereinDefault, the failure to provide notice of such Default shall not itself result in an Terminating Event or Event of Default hereunder)Default; (b) the filing any (i) default or commencement event of default under any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Contractual Obligation of the Borrower or any of its Affiliates thatSubsidiaries, if adversely determinedand (ii) litigation, could investigation or proceeding between the Borrower or any of its Subsidiaries and any Governmental Authority that would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event occurring after the date of this Agreement that, alone or together with any other ERISA Events that have occurredoccurred after the date of this Agreement (excluding any ERISA Event as to which notice under this clause (c) has already been given), could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,00030,000,000; (d) of any litigation or proceeding affecting the Borrower or any of its Subsidiaries in which the relief sought is $30,000,000 or more and not covered by insurance, or in which injunctive or similar relief is sought and, if granted, would be reasonably likely to have a Material Adverse Effect; and (de) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon TheUpon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent and (which shall distribute such materials to each Lender prompt of the Lenders) promptpromptly following obtaining knowledge thereof by a Responsible Officer of the Company, written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates that, Subsidiary thereof that could reasonably be expected to resultbe adversely determined and if adversely determined, could reasonably be expected to result result, after giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect; (c) the (i) occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, (ii) receipt of any notice indicating any intention by the PBGC to terminate any Plan, or (iii) receipt of any notice indicating any intention by a multiemployer plan to obtain any withdrawal liability from the Company or any of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000or ERISA Affiliates (provided such withdrawal liability could reasonably be expected to exceed US$100,000,000150,000,000); and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered (or deemed to have been delivered) under this Section shall be accompanied by a statement of a Financial FinancialResponsible Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Lenders through the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default hereunder)upon obtaining knowledge thereof; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,0005,000,000; and (d) any Lien securing an amount in excess of $1,000,000 (other than Permitted Encumbrances or Liens permitted under Section 6.02(h)) or claim made or asserted against any portion of the Collateral having a value in excess of $1,000,000; (e) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance; (f) any and all default notices received under or with respect to any public warehouse or Leased Distribution Center where Collateral is located; (g) all material amendments to any lease relating to a Leased Distribution Center, together with a copy of each such amendment; and (h) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.