Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will will, upon knowledge thereof by a Responsible Officer, furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary which, if adversely determined, thereof that 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000a Material Adverse Effect; (ed) (i) the occurrence of any default (whether matured or event unmatured) under any Material Exclusive License Agreement, together with a reasonable description of such default, (ii) any material amendment, restatement, modification, supplement or waiver in respect of, or material notice delivered pursuant to, any Material Exclusive License Agreement, together with copies thereof and (iii) the receipt by Borrower or any of its Subsidiaries existence of any written notice of an alleged default material claims, disputes or event of default, respect other disagreements of any nature, whether actual or threatened, in respect of, involving or otherwise affecting any Material Indebtedness of the Borrower or any of its SubsidiariesExclusive License Agreement, together with a reasonable description thereof; and (fe) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. Information required to be delivered pursuant to clause (b) of this Section 5.02 may be delivered by the Borrower’s reference to or one or more annual or quarterly or other periodic reports containing such information shall have been posted by the Administrative Agent on an IntraLinks or similar website to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 5.02 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000a Material Adverse Effect; (e) the occurrence acquisition or formation of any default or event a new Subsidiary; (f) transfers of default, or assets to non-Material Subsidiaries outside the receipt by Borrower or any ordinary course of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiariesbusiness; and (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:following (which the Administrative Agent shall forward to each Lender): (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of the BorrowerBorrower or any other officer of the Borrower having primary responsibility therefor, affecting the Borrower or any Restricted Subsidiary which, if adversely determined, which could reasonably be expected to result in a Material Adverse Effect; (ciii) the occurrence of any event or any other development by which the Borrower or any of its Restricted Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (div) 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 Restricted Subsidiaries in an aggregate amount exceeding $1,000,00020,000,000; (ev) the occurrence of any default or event of default, or the receipt by Borrower or any of its Restricted Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries; and (fvi) any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect. . (b) No later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(d), the Borrower will furnish to the Administrative Agent (and the Administrative Agent shall forward to each Lender) written notice of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. (c) Each notice delivered under this Section 5.2 5.2(a) shall be accompanied by a written statement of a Responsible Officer 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. The Borrower Issuer will furnish to the Administrative Agent and each Lender prompt Holder of Securities written notice of the followingfollowing promptly after a Responsible Officer first learns of the existence of: (ai) the occurrence of any Default or Event of Default; (bii) the occurrence of any event (or series of related events) with respect to its property or assets resulting in a Loss aggregating $1,150,000 (or the Equivalent Amount in other currencies) or more; (iii) (A) any proposed acquisition of stock, assets or property (or series of related acquisitions) by any Obligor that would reasonably be expected to result in environmental liability under Environmental Laws exceeding $1,150,000, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws, excluding routine reporting requirements under Environmental Permits, and (2) all actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the best of Issuer’s knowledge, threatened against Issuer or any of its Subsidiaries or with respect to Issuer’s or its Subsidiaries’ ownership, use, maintenance and operation of their respective businesses or properties, arising under Environmental Laws or relating to Hazardous Material which could reasonably be expected to involve damages in excess of $1,150,000 other than any environmental matter or alleged violation that, if adversely determined, could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect; (iv) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the BorrowerIssuer, affecting the Borrower any Obligor or any Subsidiary whichof its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (cA) the occurrence on or prior to any filing by any ERISA Affiliate of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of intent to terminate any claim Title IV Plan, a copy of such notice and (B) promptly, and in any event within ten days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Environmental LiabilityTitle IV Plan or Multiemployer Plan, or a notice (ivwhich may be made by telephone if promptly confirmed in writing) becomes aware describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any basis for any Environmental Liability and in each of notice filed with the preceding clauses, which individually PBGC or in the aggregate, could reasonably be expected to result in a Material Adverse EffectIRS pertaining thereto; (dvi) (A) the occurrence termination of any ERISA Event that aloneMaterial Agreement (unless such terminated Material Agreement is replaced with another agreement that, viewed as a whole, is on equal 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 $1,000,000; better terms for such Obligor or such Subsidiary); (eB) the occurrence of any default or event of default, or the receipt by Borrower Issuer or any of its Subsidiaries of any written material notice under any Material Agreement (and a copy thereof); (C) the entering into of any new Material Agreement by an Obligor (and a copy thereof); and (D) any material amendment to a Material Agreement in a manner adverse to the Holders of Securities (and a copy thereof). (vii) any product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued by any Obligor or any Subsidiary thereof with respect to any Product, or its suppliers (with respect to materials supplied to any Obligor or any Subsidiary thereof in relation to any Product), whether initiated voluntarily or at the request, demand or order of any Governmental Authority; (viii) any infringement or other violation by any Person of any Obligor Intellectual Property; (ix) a licensing agreement or arrangement entered into by Issuer or any Subsidiary in connection with any infringement or alleged infringement of the Intellectual Property of another Person; (x) any claim by any Person that the conduct of any Obligor’s (or any Subsidiary thereof) business, including the development, manufacture, use, sale or other commercialization of any Product, infringes any Intellectual Property of such Obligor or Subsidiary; (xi) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8(a), notice of an alleged default any material change in accounting policies or event of defaultfinancial reporting practices by the Obligors; (xii) promptly after the occurrence thereof, respect notice of any Material Indebtedness of the Borrower labor controversy resulting in or threatening to result in any of its Subsidiaries; andstrike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor; (fxiii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (xiv) concurrently with the delivery of financial statements under Section 8(a)(iii) with respect to any fiscal year, notice of the creation or other acquisition by Issuer or any Subsidiary of any Material Intellectual Property, registered or becoming registered or the subject of an application for registration, with the U.S. Copyright Office or the U.S. Patent and Trademark Office, or with any other equivalent foreign Governmental Authority, during such fiscal year; and (xv) any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Collateral Agent an updated Schedule 7 to the Guaranty and Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change. Each notice delivered under this Section 5.2 8(b) shall be accompanied by a written statement of a Responsible Officer financial officer or other executive officer of Issuer 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. 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 or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary whichof its Subsidiaries that (i) seeks injunctive or similar relief, if adversely determined(ii) alleges potential or actual violations of any Health Care Law by the Borrower or any of its Subsidiaries or any of its Licensed Personnel and (iii) would, could either individually or in the aggregate, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and Liability, in each of the preceding clausescase which, which either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) promptly and in any event within 15 days after (i) the occurrence Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event that alone, or together with any other ERISA Events that have has occurred, could reasonably be expected to result in liability a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any material Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in an aggregate amount exceeding $1,000,000a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in Consolidated EBITDA of 10% or more on a consolidated basis from the prior Fiscal Year; and (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth The Borrower will furnish to the details of Administrative Agent and each Lender the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.following:

Notices of Material Events. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:following (which the Administrative Agent shall forward to each Lender): (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of the BorrowerBorrower or any other officer of the Borrower having primary responsibility therefor, affecting the Borrower or any Subsidiary which, if adversely determined, which could reasonably be expected to result in a Material Adverse Effect; (ciii) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (div) 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 $1,000,000500,000; (ev) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (fvi) any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect. . (b) Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or arbitrator, Governmental Authority or Regulatory Supervising Organization against or, to the knowledge of a Financial Officer or another executive officer of Holdings, any Intermediate Parent, the BorrowerBorrower or any Subsidiary, affecting Holdings, any Intermediate Parent, the Borrower or any Subsidiary which, if adversely determined, or the receipt of a notice of an Environmental Liability that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence commencement of any event investigation by any Governmental Authority of or any other development by which affecting Holdings, the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected expected, individually or in the aggregate, to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000a Material Adverse Effect; (e) the occurrence appearance of any default or event of defaultHoldings, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any Subsidiary or Xxxxxxx Xxxxx on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by OFAC and/or the United States Department of its SubsidiariesTreasury, or identified in any related executive orders issued by the President of the United States; and (f) the occurrence of any other development that results in, IPO or could reasonably be expected to result in, a Material Adverse Effectany Qualifying IPO. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer of Holdings or 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, which 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alone, or together with any other ERISA Events that have occurred, since the Closing Date, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;15,000,000; and (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,00015,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt Lenders written notice of the followingfollowing promptly (unless otherwise noted below) after a Responsible Officer first learns of the existence of: (a) the occurrence of (i) any Event of Default or (ii) within three (3) Business Days, any event that, upon the giving of notice, the lapse of time or both, would constitute an Event of Default; (b) notice of the occurrence of any event with respect to its property or assets resulting in a Loss aggregating to an amount greater than $1,000,000 (or the Equivalent Amount in other currencies) or more that is not covered by insurance; (c) (A) any proposed acquisition of stock, assets or property by any Obligor that would reasonably be expected to result in material environmental liability under Environmental Laws, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws, and (2) all material actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the best of Borrower’s Knowledge, threatened against or affecting Borrower or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating to Environmental Laws or Hazardous Material; (d) the assertion of any environmental matter by any Person against, or with respect to the activities of, Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations which could reasonably be expected to involve damages in excess of $500,000 other than any environmental matter or alleged violation that, if adversely determined, could not reasonably be expected to (either individually or in the aggregate) have a Material Adverse Effect; (e) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichof its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (cf) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails on or prior to comply with any Environmental Law or filing by any ERISA Affiliate of any notice of intent to obtainterminate any Title IV Plan, maintain or comply with any permit, license or other approval required under any Environmental Law, a copy of such notice and (ii) becomes subject to promptly, and in any Environmental Liabilityevent within ten days, (iii) receives notice after any Responsible Officer of any claim ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Environmental LiabilityTitle IV Plan or Multiemployer Plan, or a notice (ivwhich may be made by telephone if promptly confirmed in writing) becomes aware describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any basis for any Environmental Liability and in each of notice filed with the preceding clauses, which individually PBGC or in the aggregate, could reasonably be expected to result in a Material Adverse EffectIRS pertaining thereto; (dg) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, (i) the occurrence termination 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 $1,000,000; Material Agreement; (eii) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written material notice under any Material Agreement; (iii) the entering into of any new Material Agreement by an Obligor; or (iv) any material amendment to a Material Agreement; (h) the reports and notices as required by the Security Documents; (i) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of an alleged default any material change in accounting policies or event of defaultfinancial reporting practices by the Obligors; (j) promptly after the occurrence thereof, respect notice of any Material Indebtedness labor controversy resulting in or reasonably likely to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor; (k) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, a licensing agreement or arrangement entered into by Borrower or any Subsidiary in connection with any infringement or alleged infringement of its Subsidiaries; andthe Intellectual Property of another Person; (fl) any other development development, including the types of events described in Section 8.02(g) and 8.02(k), that results in, or could reasonably be expected to result in, a Material Adverse Effect; (m) concurrently with the delivery of financial statements under Section 8.01(b), the creation or other acquisition of any Material Intellectual Property by Borrower or any Subsidiary after the date hereof and during such prior fiscal year which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority; (n) any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Lenders an updated Annex 7 to the Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change; or (o) such other information respecting the operations, properties, business or condition (financial or otherwise) of the Obligors (including with respect to the Collateral) as the Majority Lenders may from time to time reasonably request. Each notice delivered under this Section 5.2 8.02 shall be accompanied by a written statement of a Responsible Officer financial officer or other executive officer of 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. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (not to exceed five (5) Business Days after the occurrence thereof unless specifically set forth below) written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary of its Subsidiaries which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or ; (ciii) written notice, in form and detail reasonably satisfactory to the Administrative Agent and each of the Lenders, within ten (10) days of any judgment not covered by insurance, whether final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $10,000,000.00; (iv) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and Liability, in each of the preceding clausescase which, which involves a Poolan Unencumbered Property, or either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (dv) promptly and in any event within 15 days after (i) the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (1) that there has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Affiliate, or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate; (vi) the occurrence of any ERISA Default or 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 $1,000,000; (e) the occurrence of any default or event of defaultDefault, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of defaultdefault (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect of to which the Borrower, any Material Indebtedness of the Borrower PoolUnencumbered Property Owner or any of its Subsidiariestheir respective Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a Default or have a Material Adverse Effect, the Borrower shall forthwith give written notice thereof to the Administrative Agent and each of the Lenders, describing the notice or action and the nature of the claimed default; (vii) receipt of any documents, correspondence or written notice from any Governmental Authority that regulates the operation of any PoolUnencumbered Property where such document, correspondence or written notice relates to threatened or actual change or development that would be materially adverse or otherwise have a material adverse effect on the PoolUnencumbered Property, Borrower, Guarantor, PoolUnencumbered Property Owner, or any operator or tenant of any PoolUnencumbered Property; and (fviii) the occurrence of any default by a Fee Owner in the performance or observance of any of the terms, covenants and conditions on the part of a Fee Owner to be performed or observed under a Ground Lease, and the Borrower will promptly deliver to the Administrative Agent copies of all material notices, certificates, requests, demands and other instruments received from or given by a Fee Owner to Borrower or a Poolan Unencumbered Property Owner under a Ground Lease; (ix) any completed sale, encumbrance, refinance or transfer of any Real Estate or other Investments of the type described in Section 7.4(d) of the Borrower, any Guarantor or their respective Subsidiaries; (x) the occurrence of a Material Acquisition; (xi) any change of the Borrower’s Credit Rating occurring after the Investor Grade Release or IG Pricing Date; (xii) within five (5) Business Days of becoming aware thereof, any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including (i) breach or non-performance of, or any default under, any provision of any security issued by the Borrower or any of its Subsidiaries or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries; and (xiii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. (b) The Borrower will furnish to the Administrative Agent and each Lender the following: (i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, or any office in which it maintains books or records (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any PoolUnencumbered Property. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and Agent, which shall furnish to each Lender prompt Lender, promptly upon any Financial Officer of the Borrower becoming aware, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowera Financial Officer or another executive officer of Holdings or any Subsidiary, affecting the Borrower Holdings or any Subsidiary whichthereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event ERISA Event that would reasonably be expected to result in Material Adverse Effect; (d) the occurrence and nature of any Prohibited Transaction or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim funding deficiency with respect to any Environmental LiabilityPlan that would reasonably be expected to result in a Material Adverse Effect, or (iv) becomes aware a transaction the IRS or Department of Labor or any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could other Governmental Authority is reviewing to determine whether a Prohibited Transaction might have occurred that would reasonably be expected to result in a Material Adverse Effect; (de) receipt by the occurrence Borrower of any ERISA Event notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000a Material Adverse Effect; (ef) Borrower’s intention to terminate or withdraw from any Plan that, if so terminated or withdrawn, would reasonably be expected to result in a Material Adverse Effect; (g) within two Business Days (or such longer period as the Administrative Agent may agree) after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) any default or event of default, or material notice provided to the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect holders of any Material Indebtedness Indebtedness, along with a copy of the Borrower or any of its Subsidiaries; andsuch notice; (fi) any other development that results has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and (j) the occurrence of any Specified Issuance. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichAffiliate thereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries100,000; and (fd) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b), (ii) occurrence of any sale of Equity Interests for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b), (iii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b), and (iv) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b); 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 5.2 shall be accompanied by a written statement of a Responsible 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. The REIT Guarantor and the Borrower will furnish deliver to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of the BorrowerLoan Parties, affecting the Borrower REIT Guarantor, any of its Subsidiaries or, to the knowledge of any Loan Party, any Tenant under an Ensign Master Lease that (i) seeks injunctive or similar relief, or (ii) alleges potential or actual violations of any Subsidiary Health Care Law by the REIT Guarantor, any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Loan Parties, any Tenant under an Ensign Master Lease or its Licensed Personnel, which, if adversely determinedin each case above, could could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower REIT Guarantor or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and Liability, in each of the preceding clausescase which, which either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of promptly and in any event within fifteen (15) days after (i) becoming aware that any ERISA Event that alonehas occurred that, either individually or together with any other ERISA Events that have occurredin the aggregate, could reasonably be expected to result in a Material Adverse Effect, a certificate of a Responsible Officer describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the REIT Guarantor, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (A) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable that could reasonably be expected to result in liability to a Property Party, (B) of the Borrower and incurrence of any material Withdrawal Liability, (C) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the REIT Guarantor, any of its Subsidiaries or any ERISA Affiliate, or (D) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in an a material increase in contribution obligations of the REIT Guarantor, any of its Subsidiaries or any ERISA Affiliate, in each case, which, either individually or in the aggregate amount exceeding $1,000,000could reasonably be expected to result in a Material Adverse Effect, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any default or event of default, or the receipt by Borrower the REIT Guarantor or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower REIT Guarantor or any of its Subsidiaries; and; (f) [Reserved]; (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. ; and (h) at least five (5) days prior thereto (or such shorter period as the Administrative Agent may agree to), notice of any change (i) in any Loan Party’s legal name (but, for the avoidance of doubt, excluding any trade names), (ii) in any Loan Party’s organizational existence, (iii) in any Loan Party’s federal taxpayer identification number or organizational number or jurisdiction of organization or (iv) any Loan Party’s accounting or financial reporting practices; (i) [reserved]; (j) no later than ten (10) Business Days after any Responsible Officer of the Borrower or any of its Subsidiaries has actual knowledge of: (i) any claim to recover any alleged overpayments (other than any such claim made against the REIT Guarantor or any of its Subsidiaries that relates to a period during which the REIT Guarantor or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $10,000,000; and (ii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the REIT Guarantor or any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Loan Parties, any Eligible Tenant has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect theretothereto (which, in the case of any event or development with respect to a Tenant, shall be limited to such notices and documentation in the possession of the Loan Parties and limited to the actions taken or proposed to be taken that a Responsible Officer of a Loan Party has actual knowledge of).

Notices of Material Events. The Borrower Borrowers’ Agent will furnish to the Administrative Agent and each Lender prompt written notice of the following, as soon as possible, and in any event, within three (3) Business Days of any Responsible Officer of any Loan Party having knowledge of or reason to have knowledge of the same: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the BorrowerBorrowers, affecting the any Borrower or any Subsidiary which, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the any Borrower or any of its Subsidiaries Subsidiary (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower PRGX and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by any Borrower or any of its respective Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the any Borrower or any of its respective Subsidiaries; and; (f) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer of the Borrowers’ Agent 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting Holdings, the Borrower or any Restricted Subsidiary 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 Holdings, the Borrower or any of its Restricted Subsidiaries (i) fails to comply 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 LiabilityLiability in excess of $10,000,000, (iii) receives notice of any claim with respect to any Environmental Liability, Liability in excess of $10,000,000 or (iv) becomes aware of any basis for any Environmental Liability in excess of $10,000,000 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 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 Restricted Subsidiaries in an aggregate amount exceeding $1,000,00010,000,000; (e) any change in the occurrence information provided in the Beneficial Ownership Certification that would result in a change to the list of any default beneficial owners identified in parts (c) or event (d) of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiariessuch certification; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,0005,000,000; (e) the occurrence of any default (after any cure period, if any, has lapsed) or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default (after any cure period, if any, has lapsed) or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. (a) The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (and, in any event, except as to clause (d) below, not later than three Business Days after a Responsible Officer becomes aware thereof) written notice of the following: (ai) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (cii) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower the Borrowers or any of its their Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower Borrowers or any of its their Subsidiaries; and; (fiii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. ; and (iv) prior to the closing of any Acquisition, Fortegra shall provide the Administrative Agent with the following: (A) a Compliance Certificate, (B) quarterly and annual financial statements of the Person whose Capital Stock or assets are being acquired for the twelve‑month period immediately prior to such proposed Acquisition, including any audited financial statements, in each case, that are made available by the seller to the applicable Loan Party, and (C) a summary of the material economic terms of such proposed Acquisition. (b) Prior to (i) moving the chief executive office of any Borrower or Guarantor or (ii) changing the jurisdiction of organization or legal name of any Borrower or Guarantor, the Borrowers shall provide written notice to the Administrative Agent of such move or change; provided, that each Borrower and Guarantor shall at all times maintain its chief executive office and its jurisdiction of organization in the United States of America. (c) Each notice delivered under this Section 5.2 6.2 (other than pursuant to clause (a)(iv) above) shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichthereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,00010,000,000; (d) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (e) any default under or termination of a Material Agreement; (f) any judgment for the payment of money in an aggregate amount exceeding $2,500,000 that remains undischarged for a period of 30 consecutive days, during which execution is not effectively stayed, or the occurrence of any default action legally taken by a judgment creditor to attach or event levy upon assets in order to enforce any such judgment; (g) the assertion of defaultany Intellectual Property Claim, if an adverse resolution could have a Material Adverse Effect; (h) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could have a Material Adverse Effect; (i) any Release by a Loan Party or with respect to any Real Estate owned, leased or occupied by a Loan Party; or receipt of any Environmental Notice, in each case where the receipt by Borrower expected remedial costs or liability is reasonably expected to exceed $2,500,000; (j) the discharge of or any of its Subsidiaries of any written notice of an alleged default withdrawal or event of default, respect of any Material Indebtedness of resignation by the Borrower or any of its SubsidiariesBorrower’s independent accountants; and (fk) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower any Loan Party or any Subsidiary 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 any Loan Party or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 Subsidiaries in an aggregate amount exceeding $1,000,00010,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower any Loan Party or any of its Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of the Borrower any Loan Party or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (g) Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,00015,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and, (f) the occurrence of any material default under any Service Agreement (other than a T-1R Service Agreement) with a Shipper or any action or inaction by itself or any Shipper which but for the lapse of time or the giving of notice or both would become a material default under its Service Agreement which could reasonably be expected to result in a Material Adverse Effect, accompanied by a written statement of the executive officer of the Borrower or the Operator which sets forth, so far as is known to such officer, the relevant details of such default, action or inaction and any action the Borrower or the Shipper has taken or proposes to take with respect thereto; (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and for delivery by the Administrative Agent to each Lender prompt written notice of the followingfollowing promptly upon a Responsible Officer of the Borrower obtaining actual knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, which 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000a Material Adverse Effect; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of any to Material Indebtedness of the Borrower or any of its Subsidiaries; (f) the occurrence of any breach or default that remains uncured after giving effect to any applicable cure periods set forth in the Existing BIN Sponsorship Agreement or the Replacement BIN Sponsorship Agreement, as applicable, that would result in a termination of such agreement, or the occurrence of any termination event (including pursuant to Article VIII of the Existing BIN Sponsorship Agreement) with respect to the Permitted BIN Arrangement; and (fg) any other development that results in, or could reasonably be expected to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Parent Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice after any Financial Officer or other executive officer obtains knowledge of any of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting Holdings, to the knowledge of the Borrower, affecting the Parent Borrower or any Subsidiary whichthereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse EffectEffect (other than any Disclosed Matters); (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to would result in liability of the Borrower Holdings and its Subsidiaries in an aggregate amount exceeding $1,000,000100,000,000; (d) any Lien (other than Liens permitted under Section 6.02(a), (b) or (m)) or claim made or asserted against any of the Collateral in an amount or securing an amount in excess of $30,000,000; (e) any loss, damage, or destruction to, or any condemnation or other taking by a Governmental Authority of, all or any portion of the occurrence Collateral, whether or not covered by insurance, having an aggregate fair market value in excess of $30,000,000; (f) any default notice received under or event with respect to any leased location or public warehouse where Collateral with a fair market value in excess of default, or $50,000,000 is located and that is material to the receipt by Borrower or any conduct of the business of Holdings and its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiariestaken as a whole (which shall be delivered within 5 Business Days after receipt thereof); and (fg) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Parent 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. (a) The Lead Borrower will furnish to the Administrative Agent (for distribution to each Lender and each Lender Issuing Bank) prompt written notice of the following: (ai) the occurrence of any Default or Event of DefaultDefault of which any Responsible Officer of Holdings or any Borrower obtains knowledge; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower Holdings or any Subsidiary whichthereof as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (ciii) the occurrence of any event ERISA Event that, alone or together with any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtainERISA Events, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect; (div) the occurrence of any ERISA Event event or circumstance resulting in Environmental Liability that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any a Material Indebtedness of the Borrower or any of its SubsidiariesAdverse Effect; and (fv) any other development that results inloss, damage, or could destruction to the collateral of Holdings and its Subsidiaries, whether or not covered by insurance, that would reasonably be expected to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.2 5.2(a)(i) shall be accompanied by a written statement of a Responsible Officer or other executive officer of the Lead 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. (b) So long as the Collateral and Guarantee Release Date has not occurred, subject to Sections 5.9 and 5.10, the Lead Borrower shall notify the Administrative Agent in writing within sixty (60) days after any change in (i) legal name of any Loan Party, (ii) the type of organization of any Loan Party or (iii) the jurisdiction of organization of any Loan Party and, upon the reasonable request by the Administrative Agent, take all actions reasonably necessary to continue the perfection of the Liens on the Collateral owned by such Loan Party created under the Collateral Documents following any such change with the same priority as immediately prior to such change. The Lead Borrower agrees promptly to provide the Administrative Agent, after notification of any such change, with certified organizational documents reflecting any of the changes described in the first sentence of this Section 5.2(b).

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (for such delivery to the Lenders) written notice of the followingfollowing promptly after a Responsible Officer first learns of the existence of: (a) the occurrence of any Default or Event of Default; (b) the occurrence of any event (or series of related events) with respect to its property or assets resulting in a Loss aggregating $1,000,000 (or the Equivalent Amount in other currencies) or more; (c) (A) any proposed acquisition of stock, assets or property (or series of related acquisitions) by any Obligor that would reasonably be expected to result in Environmental Liability under Environmental Laws exceeding $1,000,000, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws, excluding routine reporting requirements under Environmental Permits, and (2) all actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the best of Borrower’s knowledge, threatened against Borrower or any of its Subsidiaries or with respect to Borrower’s or its Subsidiaries’ ownership, use, maintenance and operation of their respective businesses or properties, arising under Environmental Laws or relating to Hazardous Material which could reasonably be expected to involve damages in excess of $1,000,000 other than any environmental matter or alleged violation that, if adversely determined, could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect; (d) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower any Obligor or any Subsidiary whichof its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (ci) the occurrence on or prior to any filing by any ERISA Affiliate of any event or notice of intent to terminate any other development by which the Borrower or any Title IV Plan, a copy of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, such notice and (ii) becomes subject to promptly, and in any Environmental Liabilityevent within ten days, (iii) receives notice after any Responsible Officer of any claim ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Environmental LiabilityTitle IV Plan or Multiemployer Plan, or a notice (ivwhich may be made by telephone if promptly confirmed in writing) becomes aware describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any basis for any Environmental Liability and in each of notice filed with the preceding clauses, which individually PBGC or in the aggregate, could reasonably be expected to result in a Material Adverse EffectIRS pertaining thereto; (df) (i) the occurrence termination of any ERISA Event that aloneMaterial Agreement (unless such terminated Material Agreement is replaced with another agreement that, viewed as a whole, is on equal 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 $1,000,000; better terms for such Obligor or such Subsidiary); (eii) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written material notice of an alleged default or event of default, respect under any Material Agreement (and a copy thereof); (iii) the entering into of any new Material Indebtedness Agreement by an Obligor (and a copy thereof); and (iv) any material amendment to a Material Agreement in a manner adverse to the Lenders (and a copy thereof). (g) any product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued by any Obligor or any Subsidiary thereof with respect to any Product, or its suppliers (with respect to materials supplied to any Obligor or any Subsidiary thereof in relation to any Product), whether initiated voluntarily or at the request, demand or order of the any Governmental Authority; (h) any infringement or other violation by any Person of any Obligor Intellectual Property; (i) a licensing agreement or arrangement entered into by Borrower or any Subsidiary in connection with any infringement or alleged infringement of its Subsidiaries; andthe Intellectual Property of another Person; (fj) any claim by any Person that the conduct of any Obligor’s (or any Subsidiary thereof) business, including the development, manufacture, use, sale or other commercialization of any Product, infringes any Intellectual Property of such Obligor or Subsidiary; (k) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors; (l) promptly after the occurrence thereof, notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor; (m) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (n) concurrently with the delivery of financial statements under Section 8.01(c) with respect to any fiscal year, notice of the creation or other acquisition by Borrower or any Subsidiary of any Material Intellectual Property, registered or becoming registered or the subject of an application for registration, with the U.S. Copyright Office or the U.S. Patent and Trademark Office, or with any other equivalent foreign Governmental Authority, during such fiscal year; (o) any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Administrative Agent an updated Schedule 7 to the Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change. Each notice delivered under this Section 5.2 8.02 shall be accompanied by a written statement of a Responsible Officer financial officer or other executive officer of 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. The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of either of the BorrowerBorrowers, affecting either of the Borrower Borrowers or any Subsidiary of their respective Subsidiaries 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 either of the Borrower Borrowers or any of its their respective Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of either of the Borrower and its Borrowers or any of their respective Subsidiaries in an aggregate amount exceeding $1,000,0005,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower either of the Borrowers or any of its their respective Subsidiaries of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of the such Borrower or any of its SubsidiariesSubsidiary; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. ; Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower Xxxxxx USA and the Borrowers will furnish to the Administrative Agent (and the Administrative Agent shall promptly deliver to each Lender (which delivery may be made by posting on the Platform)) prompt written notice of the following: (a) the occurrence of, or receipt by Xxxxxx USA or any Borrower of any Default or Event of written notice claiming the occurrence of, any Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against oror affecting Xxxxxx USA, the Company or any other Subsidiary, or any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by Xxxxxx USA, the Company or any other Subsidiary to the knowledge of Administrative Agent and the BorrowerLenders, affecting the Borrower or any Subsidiary which, if adversely determined, that in each case could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Xxxxxx USA, the Borrower Company and its the other Subsidiaries in an aggregate amount exceeding of $1,000,00025,000,000 or more; (ed) the occurrence of any default or event disposition of defaulta Loan Party, or any disposition outside the receipt by Borrower ordinary course of business of, or any casualty or condemnation event affecting, assets reflected in the then-current Borrowing Base having a fair market value of its Subsidiaries of any written $25,000,000 or more, and such notice of an alleged default or event of default, respect of any Material Indebtedness of shall include such information as shall be required for the Borrower or any of its SubsidiariesAdministrative Agent to adjust the Borrowing Base to reflect such disposition; and (fe) any other development that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of each of Xxxxxx USA and the Company or the applicable 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clausesclauses (i) through (iv), which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) 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 $1,000,000; (e) any change in the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness fiscal year of the Borrower or any Subsidiary, except to change the fiscal year of a Subsidiary to conform its Subsidiariesfiscal year to that of the Borrower; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower any Credit Party or any Subsidiary whichAffiliate thereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 Restricted Subsidiaries in an aggregate amount exceeding $1,000,0005,000,000; (d) any written notice or written claim to the effect that any Credit Party is or may be liable to any Person as a result of the release by any Credit Party, or any other Person of any Hazardous Materials into the environment, which could reasonably be expected to have a Material Adverse Effect; (e) any written notice alleging any violation of any Environmental Law by any Credit Party, which could reasonably be expected to have a Material Adverse Effect; (f) the occurrence of any material breach or default or event of defaultunder, or repudiation or termination of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect; (g) the occurrence of any material breach or default under, or repudiation or termination of, any EXCO Agreement; (h) the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any Restricted Subsidiary of its Subsidiariesany management letter or comparable analysis prepared by the auditors for the Borrower or any such Restricted Subsidiary; and (fi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material developments in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary whichSubsidiary, including those alleging potential or actual violations of any Health Care Law by any Loan Party or any of its Licensed Personnel, that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries5,000,000; and (fe) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. The Borrower will furnish to the Administrative Agent and each Lender promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party's legal name, (ii) in any Loan Party's chief executive office, (iii) in any Loan Party's identity or legal structure, (iv) in any Loan Party's federal taxpayer identification number or organizational number or (v) in any Loan Party's jurisdiction of organization. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default in respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could would 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any a Material Indebtedness of the Borrower or any of its SubsidiariesAdverse Effect; ; and (fe) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will shall furnish to the Administrative Agent and each Lender prompt written notice (prepared in reasonable detail) of the followingfollowing promptly after a Responsible Officer first learns of the existence thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement occurrence of any actionevent with respect to any property or assets of the Borrower or any of its Subsidiaries resulting in a Loss aggregating $1,500,000 (or the Equivalent Amount in other currencies) or more; (c) any proposed acquisition of Equity Interests, suit assets or proceeding property by the Borrower or before any arbitrator of its Subsidiaries that could reasonably be expected to result in liability under Environmental Laws in excess of $1,500,000, (ii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material by the Borrower or any of its Subsidiaries required to be reported to any Governmental Authority under applicable Environmental Laws that could reasonably be expected to result in a liability in excess of $1,500,000, and (iii) all Claims pending or threatened in writing against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichof its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating to Environmental Laws or Hazardous Material, in each case that could reasonably be expected to result in liability in excess of $1,500,000; (d) the assertion in writing 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 which could reasonably be expected to involve damages in excess of $1,500,000 other than any environmental matter or alleged violation that, if adversely determined, could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; (e) any Claim, action, suit, notice of violation, hearing, investigation or other proceedings pending, or to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties whether made by a Regulatory Authority or other Person that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectLoss of $1,500,000 or more; (cf) (i) on or prior to the date of any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten (10) days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice in writing describing such waiver request in reasonable detail and including any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto; (g) (i) the occurrence termination of any event Material Agreement other than in accordance with its terms and not as a result of a breach or default, (ii) the receipt by the Borrower or any other development of its Subsidiaries of any material notice under any Material Agreement (and a copy thereof), (iii) the entering into of any new Material Agreement by which the Borrower or any of its Subsidiaries (and a copy thereof) or (iv) any material amendment to a Material Agreement (and a copy thereof); (h) any reports and notices required to be delivered pursuant to the Security Documents; (i) fails no later than the date of delivery of any financial statements pursuant to comply Section 8.01 with any Environmental Law or respect to obtainthe first fiscal period to which such change is applicable, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim material change in accounting policies or financial reporting practices by the Obligors; provided that disclosure in the notes to such financial statements, if any, shall be deemed to satisfy the requirements of this Section 8.02(i); (j) notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving the Borrower or any of its Subsidiaries; (k) any licensing agreement or similar arrangement entered into by the Borrower or any of its Subsidiaries in connection with any infringement or alleged infringement of any Intellectual Property of another Person; (l) notice of the creation, development or other acquisition of any Intellectual Property by the Borrower or any Subsidiary after the date hereof; provided that, with respect to any Environmental Liabilitysuch Intellectual Property created, developed or acquired in any fiscal quarter, notice thereof pursuant to this Section 8.02(l) shall not be made later than the delivery of financial statements for such fiscal quarter required pursuant to Section 8.01(b); (ivm) becomes aware within five (5) Business Days, any change to the Borrower’s or any of its Subsidiaries’ ownership of any basis for any Environmental Liability Obligor Accounts, by delivering to the Administrative Agent a notice setting forth a complete and in each correct list of all such accounts as of the preceding clausesdate of such change; (n) the occurrence or existence of any event, which individually circumstance, act or omission that would cause any representation or warranty contained in Section 7.07, Section 7.18 or Section 7.23 to be incorrect in any material respect (or in the aggregate, could reasonably be expected any respect if such representation or warranty is qualified by materiality or by reference to result in a Material Adverse EffectEffect or Material Adverse Change) if such representation or warranty was to be made at the time the Borrower obtained knowledge of such event, circumstance, act or omission; (do) 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 acquisition by the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of fee interest in any Material Indebtedness of the Borrower or any of its Subsidiariesreal property; and (fp) any other development that results inhas, or could reasonably be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section 5.2 8.02 shall be accompanied by a written statement of a Responsible 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. Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document. Notwithstanding the foregoing, in the event that, as a result of a Public Offering by the Borrower, it becomes subject to the reporting requirements of Section 13 and Section 15 of the Exchange Act, the Borrower covenants and agrees that neither it, nor any other Person acting on its behalf, shall provide, or be obligated to provide, the Administrative Agent or any Lender or their respective representatives or agents with any information that the Borrower reasonably believes constitutes material non-public information, unless prior thereto such receiving Person shall have confirmed to the Borrower in writing that it consents to receive such information. The Borrower acknowledges and confirms that each Secured Party shall be relying on the foregoing covenant in effecting transactions involving securities of the Borrower.

Notices of Material Events. The Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowera Financial Officer or another executive officer of Holdings, affecting the Borrower or any Subsidiary whichSubsidiary, if adversely determinedaffecting Holdings, could the Borrower or any Subsidiary, in each case, that would reasonably be expected expected, individually or in the aggregate, 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 with any Environmental Law or to obtainERISA Event that would reasonably be expected, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (ex) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of under and as defined in any Material Indebtedness or (y) any event, condition or violation of the Borrower or any of its Subsidiaries; and (f) any other development New Holdings Preferred Equity that results inresults, or could reasonably be expected to result, in the obligation of Holdings to redeem the New Holdings Preferred Equity notwithstanding any restrictions set forth in this Agreement to redeem such Equity Interests; (i) the receipt by Holdings, the Borrower or any of its Restricted Subsidiaries of a written notice of an Environmental Liability or (ii) any investigation, removal, remediation or other corrective action in response to any actual or alleged presence, Release or threatened Release of any Hazardous Material on, at, under or from any real property owned, leased or operated by Holdings, the Borrower or any of its Restricted Subsidiaries, in each case, that would reasonably be expected, individually or in the aggregate, to result inin a Material Adverse Effect; and (f) the occurrence or existence of any event, condition or circumstance that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible Officer of Holdings or 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichAffiliate thereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000100,000; (d) as soon as Borrower becomes aware any condition or circumstance which makes any of the environmental representations or warranties set forth in this Agreement incomplete, incorrect or inaccurate in any material respect as of any date; and immediately upon receipt thereof, copies of any material correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a violation of any Environmental Laws by either Borrower, or any of its Subsidiaries, or of any circumstance or condition which requires or may require, a financial contribution by Borrower, or any of its Subsidiaries, or a clean-up, removal, remedial action or other response by or on behalf of Borrower, or any of its Subsidiaries, under applicable Environmental Law(s), or which seeks damages or civil, criminal, or punitive penalties from Borrower, or any of its Subsidiaries, or any violation or alleged violation of Environmental Law(s). (e) any Disposition in excess of $500,000 in the occurrence of aggregate in any default twelve month period; (f) any attempt by a third party to collect or event of default, or the receipt by enforce accounts payable against Borrower or any of its Subsidiaries in excess of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries$250,000; and (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) (i) the occurrence of any Default Default, (ii) the occurrence or Event existence of any event or circumstance that foreseeably will become a Default, and (iii) the occurrence or existence of any event or circumstance that would cause the condition to Borrowing set forth in subsection 4.02(a) not to be satisfied if a Borrowing were requested on or after the date of such event or circumstance; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichof its Affiliates that, (i) if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or (ii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Loan Document; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,0005,000,000; (d) the existence or assertion of any Environmental Claim by any Person against, or with respect to the activities of, the Borrower and any alleged violation of or liability under any Environmental Laws that, if adversely determined, could (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; (e) the occurrence of any default modification or event of default, supplement to a Wholesale Power Contract that will result in a change thereto that is or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of could reasonably be expected to be materially adverse to the Borrower or otherwise have a Material Adverse Effect; (f) the commencement of any proceeding by or before any Governmental Authority seeking the cancellation, termination (including by means of its Subsidiariesnon-renewal), limitation, adverse modification or adverse conditioning of any Authorization; and (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichAffiliate thereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000100,000; and (d) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b), (ii) occurrence of any sale of Equity Interests for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b), (iii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b), and (iv) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.10(b); (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (f) the proposed commencement date of any Clean-up Period one (1) Business Day prior to such date. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: (a) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against orHoldings, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could of their Subsidiaries would reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any event ERISA Event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtainForeign Plan Event that, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregatetogether with all other ERISA Events or Foreign Plan Events that have occurred, could would reasonably be expected to result in have a Material Adverse Effect; (d) the occurrence filing of any ERISA Lien for unpaid taxes in excess of $1,000,000; (e) any change in the Borrower’s chief executive officer or chief financial officer; (f) any discharge, resignation or withdrawal of the registered public accounting firm (provided that filing an applicable 8-K with the SEC shall satisfy any notice requirements under clause (e) above or this clause (f)); (g) any Casualty Event, any Casualty Event (as defined in the ABL Credit Agreement) or the commencement of any action or proceeding that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Casualty Event or any Casualty Event (as defined in the ABL Credit Agreement), in each case involving assets with a fair market or book value in excess of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (eh) any change in the occurrence information provided in the Beneficial Ownership Certification, if any, delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; and (i) any default or event of defaultother development specific to Holdings, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development their Subsidiaries that results inis not a matter of general public knowledge and that has had, or could would reasonably be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section 5.2 5.05 (i) shall be in writing and (ii) shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and (if applicable) any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effectof its Subsidiaries; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLiability; (d) 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its SubsidiariesSubsidiaries in a principal amount in excess of $1,000,000; (e) promptly and in any event at least five (5) Business Days prior thereto, notice of any change (i) in the Borrower’s legal name, (ii) in the Borrower’s chief executive office, its principal place of business, any office in which it maintains books or records, (iii) in the Borrower’s identity or legal structure, (iv) in the Borrower’s federal taxpayer identification number or organizational number, (v) in the Borrower’s jurisdiction of organization; (f) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; (g) copies of any notices received by the Borrower pursuant to or in connection with either of the Indentures to the extent such notice relates to the occurrence of a breach, default or other act on non-compliance with respect to either such Indenture, or to any payments or payment terms of the debentures issued thereunder; and (fh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer an officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could would 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,0003,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; (i) the institution of any investigation, review or proceeding against the Borrower or any of its Subsidiaries to suspend, revoke or terminate (or that would reasonably be expected to result in the suspension, revocation or termination of) any Medicare Provider Agreement, Medicaid Provider Agreement or agreement or participation with a Medical Reimbursement Program, (ii) the institution of any investigation, review or proceeding against the Borrower or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect or (iii) any notice of loss or threatened loss of any material accreditation, participation under any Medical Reimbursement Program, or any license; and (fg) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (ciii) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (div) 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 $1,000,000500,000; (ev) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (fvi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (b) Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Restricted Subsidiary 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 Restricted Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 Restricted Subsidiaries in an aggregate amount exceeding $1,000,000100,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (f) not later than five (5) Business Days after receipt of official written notice, any development that has resulted in, or could reasonably be expected to result in, an Exclusion Event, including any notice by the OIG of exclusion or proposed exclusion of the Borrower or any Restricted Subsidiary from any Medical Reimbursement Program in which it participates, and any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (g) not later than five (5) Business Days after receipt of official written notice, commencement of any material non-routine audit or investigation of the Borrower or any Restricted Subsidiary by any regulatory authority, including any Governmental Authority or HMO Regulator, and commencement of any proceeding or other action against the Borrower or any Restricted Subsidiary, in each case, that could reasonably be expected to result in a suspension, revocation or termination of any contract of the Borrower or any Restricted Subsidiary with respect to a Medical Reimbursement Program to the extent such suspension, revocation or termination is material to the Borrower and its Restricted Subsidiaries taken as a whole; (h) receipt by the Borrower or any Restricted Subsidiary of (i) any notice of suspension or forfeiture of any material certificate of authority or similar license of any HMO Subsidiary to the extent such suspension or forfeiture is material to the Borrower and its Restricted Subsidiaries, taken as a whole and (ii) to the extent permitted by law, rule or regulation, any other material notice of deficiency, compliance order or adverse report issued by any regulatory authority, including any HMO Regulator, or private insurance company pursuant to a provider agreement that, if not promptly complied with or cured, could reasonably be expected to result in the suspension or forfeiture of any certification, license, permit, authorization or other approval necessary for such HMO Subsidiary to carry on its business as then conducted or in the termination of any insurance or reimbursement program then available to any HMO Subsidiary, in each case to the extent such suspension, termination or forfeiture is material to the Borrower and its Restricted Subsidiaries, taken as a whole; and (i) following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Responsible Officer of the Borrower, affecting the Borrower or any Restricted Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 or similar event under any Foreign Plan that alone, or together with any other ERISA Events or similar events under any Foreign Plan that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,0005,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries; (f) any levy of an attachment, execution or other process against any of the property or assets, real or personal, of the Borrower or any of its Restricted Subsidiaries, which property and assets in the aggregate have a book or market value in excess of $5,000,000; (g) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, either individually or in the aggregate, whether or not covered by insurance; (h) any change (i) in any Loan Party’s legal name or (ii) in any Loan Party’s jurisdiction of organization, in each case within thirty (30) days thereafter; and (fi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will shall furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing upon a Responsible Officer obtaining knowledge: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority or Applicable Insurance Regulatory Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary which, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence , and any material development in respect of any event such legal or any other development by which proceedings, affecting the Borrower or any of its Subsidiaries (i) fails to comply with Subsidiaries, except any Environmental Law or to obtain, maintain or comply with any permit, license such legal or other approval required under any Environmental Law, proceedings that could not reasonably be expected to (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which either individually or in the aggregate, could reasonably be expected to result in ) have a Material Adverse Effect; (i) as soon as possible upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action the Borrower or any of its respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the United States Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, upon the Administrative Agent’s request, copies of (1) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of their respective ERISA Affiliates with the IRS with respect to each Plan; (2) all notices received by the Borrower or any of its respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three copies of such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request; (d) the occurrence of any ERISA Event downgrade in the Borrower’s S&P Rating; (e) any actual or proposed change in any Applicable Insurance Code 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any have a Material Indebtedness of the Borrower or any of its SubsidiariesAdverse Effect; and (f) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alone, or together with any other ERISA Events that have occurredoccurred and remain outstanding, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000750,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; and; (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The (a) Promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following: (ai) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (bii) the filing or commencement of, or any written threat or 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 or in arbitration, against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 Restricted Subsidiaries (i) fails as to comply with any Environmental Law or to obtainwhich an adverse determination is reasonably probable and that, maintain or comply with any permitif adversely determined, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse Effect;; and (diii) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected expected, individually or in the aggregate, to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. (b) The Borrower will furnish to the Administrative Agent prompt (and in any event within 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number (if any) or Federal taxpayer identification number. (c) Concurrently with the delivery of each Compliance Certificate pursuant to Section 5.01(d), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower specifying any change in the identity of the Grantors (as defined in the Security Agreement), Restricted Subsidiaries, Significant Subsidiaries, Immaterial Subsidiaries and Foreign Subsidiaries, as of the end of such fiscal year or quarter, as the case may be, from the Guarantors, Restricted Subsidiaries, Significant Subsidiaries, Immaterial Subsidiaries and Foreign Subsidiaries, respectively, provided to the Administrative Agent on the Effective Date or the most recent fiscal year or quarter, as the case may be.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of DefaultDefault or the occurrence of any event or condition that would, or would with the giving of notice or the lapse of time or both, constitute an Event of Default if the provisions of Section 8.1 did not exclude Carrier Enterprise; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clausesclauses (i) through (iv), which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) 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 $1,000,000; (e) any change in the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness fiscal year of the Borrower or any Subsidiary, except to change the fiscal year of a Subsidiary to conform its Subsidiariesfiscal year to that of the Borrower; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The (a) Promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof, the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following: (ai) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (bii) the filing or commencement of, or any written threat or 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 or in arbitration, against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 Restricted Subsidiaries (i) fails as to comply with any Environmental Law or to obtainwhich an adverse determination is reasonably probable and that, maintain or comply with any permitif adversely determined, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse Effect;; and (diii) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected expected, individually or in the aggregate, to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. (b) The Borrower will furnish to the Administrative Agent prompt (and in any event within 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number (if any). (c) Not later than five days after delivery of financial statements pursuant to Section 5.01(a), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower setting forth the information required pursuant to Sections 1, 2, 7, 9, 10, 11, 12, 13 and 14 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. (d) Concurrently with the delivery of each Compliance Certificate pursuant to Section 5.01(d), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower specifying any change in the identity of the Guarantors, Restricted Subsidiaries, Significant Subsidiaries, Immaterial Subsidiaries and Foreign Subsidiaries, as of the end of such fiscal year or quarter, as the case may be, from the Guarantors, Restricted Subsidiaries, Significant Subsidiaries, Immaterial Subsidiaries and Foreign Subsidiaries, respectively, provided to the Administrative Agent on the Effective Date or the most recent fiscal year or quarter, as the case may be.

Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (and, in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) notwithstanding the lead-in to this Section 5.2, not later than five (5) Business Days after a Responsible Officer becomes aware thereof, written notice of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Applicable Insurance Regulatory Authority or other Governmental Authority against or, to the knowledge of the either Borrower, affecting the either Borrower or any Restricted Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect and any written notice received from an Applicable Issuance Regulatory Authority or other Governmental Authority threatening any such action, suit or proceeding; (c) the occurrence of any event or any other development by which the Borrower Borrowers or any of its their Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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) notwithstanding the lead-in to this Section 5.2, not later than five (5) Business Days after a Responsible Officer becomes aware thereof, written notice 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 Borrowers and its their Subsidiaries in an aggregate amount exceeding $1,000,0002,500,000; (e) the occurrence of any default or event of default, or the receipt by Borrower Borrowers or any of its their Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower Borrowers or any of its their Subsidiaries; (f) the early termination or material breach by any Person of a Material Agreement (and, with respect to any Person other than a Loan Party, to the extent the Borrowers have knowledge of such termination or breach); (g) any litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities bending against, or to the knowledge of the Borrowers, threatened against or affecting the Unrestricted Subsidiary as to which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect with respect to the Unrestricted Subsidiary; (h) notwithstanding the time period set forth in lead-in to this Section 5.2, not later than 14 days following the date that a Responsible Officer becomes aware thereof, written notice of the Unrestricted Subsidiary’s failure to comply with any Environmental law or to obtain, maintain or comply with any permit, license or with approval required under any Environmental Law, (ii) the Unrestricted Subsidiary’s should become subject to any Environmental Liability, (iii) the Unrestricted Subsidiary has received notice of any claim with respect to any Environmental Liability or (iv) the Unrestricted Subsidiary knows of any basis for any Environmental Liability; and (fi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt prompt, and in any event within two (2) Business Days, after any Responsible Officer obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, Liability or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,0005,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; and; (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (g) receipt by any Loan Party or any of their respective Subsidiaries of any material inquiry or material investigation by the FDA; (h) receipt by any Loan Party or any of their respective Subsidiaries of any correspondence by any Governmental Authority alleging material non-compliance with applicable laws or regulations; (i) promptly and in any event at least ten (10) days (or such shorter prior notice period as agreed by the Administrative Agent in its sole discretion) prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and (j) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Collateral Agent and each Lender prompt written notice of the followingfollowing promptly, but in any event within five Business Days, after a Responsible Officer first learns of the existence of: (a) The occurrence of any Default. (b) Notice of the occurrence of any Default event with respect to its property or Event of Default;assets resulting in an uninsured Loss aggregating $300,000 (or the Equivalent Amount in other currencies) or more. (bc) The occurrence of any event or circumstance giving rise to (or reasonably expected to give rise to) any environmental liability under Environmental Laws, including any action, suit, Claim, notice of violation, hearing, investigation or proceeding pending, or, to the best knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating to Environmental Laws or Hazardous Materials. (d) The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichof its Affiliates that, 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 On or prior to comply with any Environmental Law or filing by any ERISA Affiliate of any notice of intent to obtainterminate any Title IV Plan, maintain or comply with any permit, license or other approval required under any Environmental Law, a copy of such notice and (ii) becomes subject to promptly, and in any Environmental Liabilityevent within ten days, (iii) receives notice after any Responsible Officer of any claim ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Environmental LiabilityTitle IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto. (f) (i) The termination of any Material Agreement; or (ivii) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written material adverse notice under any Material Agreement (and a copy thereof). (g) The reports and notices as required by the Security Documents. (h) Within thirty (30) days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of an alleged default any material change in accounting policies or event of defaultfinancial reporting practices by the Obligors. (i) Promptly after the occurrence thereof, respect notice of any Material Indebtedness of labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor. (j) A licensing agreement or arrangement entered into by the Borrower or any of its Subsidiaries; andSubsidiaries in connection with (or as a result of) any infringement or alleged infringement by the Borrower or any of its Subsidiaries of the Intellectual Property of another Person. (fk) Concurrently with the delivery of financial statements under Section 8.01(c), a list of any new Material Intellectual Property created or acquired by the Borrower or any of its Subsidiaries after the date hereof and during such prior fiscal year which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority (l) Any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts (in each case, other than with respect to Excluded Deposit Accounts), by delivering the Collateral Agent an updated Schedule 7 to the Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change. (m) The occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in Section 7.07, Section 7.18 or Section 7.19 to be incorrect in any material respect if such representation or warranty was to be made at the time the Borrower learned of such event, circumstance, act or omission. (n) Any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 8.02 shall be accompanied by a written statement of a Responsible 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. The Borrower Upon its obtaining knowledge thereof, the Company will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower Company or any Subsidiary whichthat, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event ERISA Event (or any other development by which the Borrower or any maintenance, commencement or, to the knowledge of its Subsidiaries (i) fails to comply with any Environmental Law or to obtainthe Borrowers, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice threat of any claim claim, action, suit, audit or investigation with respect to any Environmental LiabilityPlan other than routine claims for benefits) that, or (iv) becomes aware of any basis for any Environmental Liability 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 that alone, alone or together with any other ERISA Events that have occurredoccurred (and any such claims, actions, suits, audits or investigations with respect to any Plan that are being maintained or have commenced or, to the knowledge of the Borrowers, have been threatened), could reasonably be expected to result in liability of the Borrower Company and its the Subsidiaries in an aggregate amount exceeding $1,000,00020,000,000; (ed) any material change in material accounting policies or material financial reporting practices by the occurrence of any default or event of default, or the receipt by Borrower Company or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of Subsidiary not otherwise reported in the Borrower or any of its SubsidiariesCompany’s SEC filings; and (fe) any other development that results in, 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 Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; and (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws, which in each instance referred to in the foregoing clauses (i), (ii) and (iii) results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the 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. The Borrower will furnish to the Administrative Agent and each Lender prompt Lenders written notice of the followingfollowing promptly after a Responsible Officer first learns of the existence of: (a) the occurrence of any Default or Event of Default; (b) the occurrence of any event (or series of related events) with respect to its property or assets resulting in a Loss aggregating $1,000,000 (or the Equivalent Amount in other currencies) or more; (c) (A) any proposed acquisition of stock, assets or property (or series of related acquisitions) by any Obligor that would reasonably be expected to result in environmental liability under Environmental Laws exceeding $1,000,000, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported to any Governmental Authority under applicable Environmental Laws, excluding routine reporting requirements under Environmental Permits, and (2) all actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to the best of Borrower’s knowledge, threatened against Borrower or any of its Subsidiaries or with respect to Borrower’s or its Subsidiaries’ ownership, use, maintenance and operation of their respective businesses or properties, arising under Environmental Laws or relating to Hazardous Material which could reasonably be expected to involve damages in excess of $1,000,000 other than any environmental matter or alleged violation that, if adversely determined, could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect; (d) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower any Obligor or any Subsidiary whichof its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (ci) the occurrence on or prior to any filing by any ERISA Affiliate of any event or notice of intent to terminate any other development by which the Borrower or any Title IV Plan, a copy of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, such notice and (ii) becomes subject to promptly, and in any Environmental Liabilityevent within ten days, (iii) receives notice after any Responsible Officer of any claim ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Environmental LiabilityTitle IV Plan or Multiemployer Plan, or a notice (ivwhich may be made by telephone if promptly confirmed in writing) becomes aware describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any basis for any Environmental Liability and in each of notice filed with the preceding clauses, which individually PBGC or in the aggregate, could reasonably be expected to result in a Material Adverse EffectIRS pertaining thereto; (df) (i) the occurrence termination of any ERISA Event that aloneMaterial Agreement (unless such terminated Material Agreement is replaced with another agreement that, viewed as a whole, is on equal 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 $1,000,000; better terms for such Obligor or such Subsidiary); (eii) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written material notice of an alleged default or event of default, respect under any Material Agreement (and a copy thereof); (iii) the entering into of any new Material Indebtedness Agreement by an Obligor (and a copy thereof); and (iv) any material amendment to a Material Agreement in a manner adverse to Lenders (and a copy thereof). (g) any product recalls, safety alerts, corrections, withdrawals, marketing suspensions, removals or the like conducted, to be undertaken or issued by any Obligor or any Subsidiary thereof with respect to any Product, or its suppliers (with respect to materials supplied to any Obligor or any Subsidiary thereof in relation to any Product), whether initiated voluntarily or at the request, demand or order of the any Governmental Authority; (h) any infringement or other violation by any Person of any Obligor Intellectual Property; (i) a licensing agreement or arrangement entered into by Borrower or any Subsidiary in connection with any infringement or alleged infringement of its Subsidiaries; andthe Intellectual Property of another Person; (fj) any claim by any Person that the conduct of any Obligor’s (or any Subsidiary thereof) business, including the development, manufacture, use, sale or other commercialization of any Product, infringes any Intellectual Property of such Obligor or Subsidiary; (k) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors; (l) promptly after the occurrence thereof, notice of any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor; (m) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (n) concurrently with the delivery of financial statements under Section 8.01(c) with respect to any fiscal year, notice of the creation or other acquisition by Borrower or any Subsidiary of any Material Intellectual Property, registered or becoming registered or the subject of an application for registration, with the U.S. Copyright Office or the U.S. Patent and Trademark Office, or with any other equivalent foreign Governmental Authority, during such fiscal year; (o) any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Lenders an updated Schedule 7 to the Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change. Each notice delivered under this Section 5.2 8.02 shall be accompanied by a written statement of a Responsible Officer financial officer or other executive officer of 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. The Borrower will furnish to the Administrative Agent (and the Administrative Agent will make available to each Lender 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 or Event of Default; (b) the filing or commencement receipt of any action, suit written notice of any investigation by a Governmental Authority or any litigation or proceeding by commenced or before threatened in writing against any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower Loan Party or any Subsidiary which, if adversely determined, that (i) in the good faith estimate of the Borrower could reasonably be expected to result in a Material Adverse Effectdamages in excess of $500,000 (ii) alleges criminal misconduct by any Loan Party or any Subsidiary, (iii) alleges the material violation of, or seeks to impose material remedies under, any Environmental Law or related Requirement of Law, or seeks to impose material Environmental Liability or (iv) asserts liability on the part of any Loan Party or any Subsidiary in excess of $500,000 in respect of any tax, fee, assessment, or other governmental charge; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000500,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (fd) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectEffect or to result in liabilities (excluding trade and operating liabilities in the ordinary course of business) in excess of $1,000,000; (e) any change in the information provided in any Beneficial Ownership Certification delivered to Administrative Agent that would result in a change to the list of beneficial owners identified in such certification or any change in the organizational structure of the Borrower and its Subsidiaries; and (f) the occurrence of a “Default” or “Event of Default” (as such terms are defined and used in the First Lien Loan Documents) under any First Lien Loan Document or the delivery or receipt of any notice of a “Default” or “Event of Default” under any First Lien Loan Document. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default in respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (fe) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichAffiliate thereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000;50,000; and (d) as soon as Borrower becomes aware any condition or circumstance which makes any of the environmental representations or warranties set forth in this Agreement incomplete, incorrect or inaccurate in any material respect as of any date; and immediately upon receipt thereof, copies of any material correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a violation of any Environmental Laws by either Borrower, or any of its Subsidiaries, or of any circumstance or condition which requires or may require, a financial contribution by Borrower, or any of its Subsidiaries, or a clean-up, removal, remedial action or other response by or on behalf of Borrower, or any of its Subsidiaries, under applicable Environmental Law(s), or which seeks damages or civil, criminal, or punitive penalties from Borrower, or any of its Subsidiaries, or any violation or alleged violation of Environmental Law(s). (e) any sale of assets other than in the occurrence ordinary course of business in excess of $100,000 in the aggregate in any default twelve month period; (f) any attempt by a third party to collect or event of default, or the receipt by enforce accounts payable against Borrower or any of its Subsidiaries in excess of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and$50,000. (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, which could reasonably be expected to result in a Material Adverse Effect, that relates to the Loan Documents or that alleges breach of fiduciary duties or other liability under ERISA or similar state laws; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,0005,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; (f) any change in (i) any Loan Party’s legal name, (ii) in any Loan Party’s identity or legal structure, (iii) in any Loan Party’s federal taxpayer identification number or organizational number or (iv) in any Loan Party’s jurisdiction of organization, in each case (except with respect to clause (i)) at least thirty (30) days prior thereto; and (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Irish Holdco, the Irish Sub Holdco, the Lux Holdco and each Borrower will will, upon knowledge thereof by a Responsible Officer, furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Parent, the Irish Holdco, a Borrower or any Subsidiary which, if adversely determined, or Affiliate thereof that 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000a Material Adverse Effect; (ei) any contribution required to be made with respect to a Non-U.S. Plan has not been timely made; (ii) the occurrence of Parent, the Irish Holdco or any default or event of defaultSubsidiary has incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan; or (iii) the receipt by Borrower Parent, the Irish Holdco or any of its Subsidiaries of Subsidiary may incur any written notice of an alleged default or material liability pursuant to any Non-U.S. Plan, in each case, to the extent that such event of default, respect of any could reasonably be expected to result in a Material Indebtedness of the Borrower or any of its SubsidiariesAdverse Effect; and (fe) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible Officer of the Irish Holdco setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (b) of this Section 5.02 shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 5.02 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Notices of Material Events. The Each of Holdings and the Borrower will furnish or caused to be furnished to the Administrative Agent and each Lender prompt written notice of the followingLender: (a) written notice of the following promptly (and in any event within (x) three (3) Business Days in the case of clause (i) below and (y) five (5) Business Days with respect to all other clauses below) after Holdings or the Borrower becomes aware of the same: (i) the occurrence of any Default or Event of Default, specifying the nature and extent thereof; (bii) the filing or commencement of, or any written threat or 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 Governmental Authority, against, or Governmental Authority against oraffecting, to the knowledge of the Borrower, affecting the Borrower any Loan Party or any Subsidiary whichof its Subsidiaries that could reasonably be expected to be adversely determined and, if adversely so 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alone(or any similar event with respect to a Foreign Plan) that, alone or together with any other ERISA Events that have occurred, Event (or any similar event with respect to a Foreign Plan) could reasonably be expected to result in liability of the Borrower and its Subsidiaries any Loan Party or any ERISA Affiliate in an aggregate amount exceeding $1,000,000the Threshold Amount; (eiv) the receipt by any Loan Party or any of its Subsidiaries, of a copy of any notice, summons, citation or other written communication concerning any actual, alleged, suspected or threatened violation of any Environmental Law by, Environmental Claim against or Environmental Liability of, any Loan Party or any of its Subsidiaries, in each case, which could reasonably be expected to have a Material Adverse Effect; (v) any Casualty Event that results in the aggregate amount of Net Cash Proceeds received from all Casualty Events exceeding $5,000,000 or any Extraordinary Receipt; (vi) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (vii) any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein. (b) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party or any of its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be; (c) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.2; and (d) promptly after any Person becomes, or ceases to be, a Subsidiary or a Guarantor, an updated list of Subsidiaries or Guarantors, as the case may be. Each notice delivered under paragraph (a) of this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer of Holdings or other executive officer of Holdings 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary which, Affiliate thereof that (i) 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 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 Liabilityseeks damages in excess of $20,000,000, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, seeks injunctive relief that could reasonably be expected to result in a Material Adverse Effect, (iv) alleges criminal misconduct by the Borrower or any other Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which, in any case, could reasonably be expected to result in liabilities or obligations of the Loan Parties in excess of $20,000,000, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $20,000,000; (dc) the occurrence of any ERISA Event that alonethat, 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 $1,000,00020,000,000; (d) any Lien (other than Permitted Encumbrances) or claim made or asserted against any Collateral having an aggregate value in excess of $20,000,000; (e) the occurrence of any default or event of defaultloss, damage, or destruction to the Collateral in the amount of $20,000,000 or more, whether or not covered by insurance; (f) all material amendments to the Convertible Notes, together with a copy of each such amendment; (g) the receipt by any Canadian Loan Party of any notice or directive or order from any Canadian federal or provincial governmental or regulatory authority having jurisdiction over any Canadian Pension Plan regarding a Canadian Pension Plan shortfall, deficiency, insolvency or other matter, together with a copy of any such notice, directive or order (including, without limitation, any Form 7 (summary of contributions/revised summary of contributions) received by any Canadian Loan Party in connection with the Pension Benefits Act (Ontario)), in each case to the extent such notice, directive or order could reasonably be expected to result in a Material Adverse Effect; (h) the release into the environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority or which could reasonably be expected to lead to any material Environmental Liability which, in any case, could reasonably be expected to result in liabilities or obligations of the Loan Parties in excess of $20,000,000; (i) any Loan Party becoming aware of or receiving notice of any of its products resulting in or allegedly resulting in significant adverse effects which could reasonably be expected to result in a Material Adverse Effect; (j) the requirement by any regulatory agency or Governmental Authority that the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiariestheir respective third-party manufacturers to cease or limit production of any drugs or pharmaceuticals at any manufacturing facility to the extent that such requirement could reasonably be expected to result in a Material Adverse Effect; and (fk) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The REIT Guarantor and the Borrower will furnish deliver to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit suit, proceeding, audit, claim, demand, order or proceeding dispute with, by or before any arbitrator or Governmental Authority against or, to the knowledge of any Responsible Officer of the BorrowerLoan Parties, affecting the Borrower REIT Guarantor, any of its Subsidiaries or, to the knowledge of any Loan Party, any Tenant under an Ensign Master Lease or any Subsidiary Eligible Tenant that (i) seeks injunctive or similar relief, or (ii) alleges potential or actual violations of any Health Care Law by the REIT Guarantor, any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Loan Parties, any Tenant under an Ensign Master Lease or any Eligible Tenant or its Licensed Personnel, which, in each case above, if adversely determined, could could, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the Borrower REIT Guarantor or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and Liability, in each of the preceding clausescase which, which either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of promptly and in any event within fifteen (15) days after (i) becoming aware that any ERISA Event that alonehas occurred that, either individually or together with any other ERISA Events that have occurredin the aggregate, could reasonably be expected to result in liability a Material Adverse Effect, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the REIT Guarantor, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (ii) becoming aware (A) that there has been a material increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable that could reasonably be expected to result in liability to a Loan Party, (B) of the incurrence of any material Withdrawal Liability, (C) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the REIT Guarantor, any of its Subsidiaries or any ERISA Affiliate, or (D) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in an aggregate amount exceeding $1,000,000a material increase in contribution obligations of the REIT Guarantor, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (e) the occurrence of any default or event of default, or the receipt by Borrower the REIT Guarantor or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower REIT Guarantor or any of its Subsidiaries; and; (f) [Reserved]; (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (h) at least fifteen (15) days prior thereto (or such shorter period as the Administrative Agent may agree to), notice of any change (i) in any Loan Party’s legal name (but, for the avoidance of doubt, excluding any trade names), (ii) in any Loan Party’s chief executive office, (iii) in any Loan Party’s organizational existence or (iv) in any Loan Party’s federal taxpayer identification number or organizational number or jurisdiction of organization; (i) at least fifteen (15) days prior thereto (or such shorter period as the Administrative Agent may agree to) notice of any change in the headquarters location of the Loan Parties, with a copy of the underlying lease; and (j) no later than ten (10) Business Days after any Responsible Officer of the Borrower or any of its Subsidiaries has actual knowledge of: (i) any claim to recover any alleged overpayments (other than any such claim made against the REIT Guarantor or any of its Subsidiaries that relates to a period during which the REIT Guarantor or such Subsidiary did not operate the respective facility) with respect to any receivables in excess of $10,000,000; (ii) any non-routine and material inspection of any facility of the REIT Guarantor or any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Loan Parties, any Eligible Tenant by any Governmental Authority; and (iii) notice of the occurrence of any material reportable event or similar term as defined in any corporate integrity agreement, corporate compliance agreement or deferred prosecution agreement pursuant to which the REIT Guarantor or any of its Subsidiaries or, to the knowledge of the Responsible Officers of the Loan Parties, any Eligible Tenant has to make a submission to any Governmental Authority or other Person under the terms of such agreement, if any. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect theretothereto (which, in the case of any event or development with respect to a Tenant, shall be limited to such notices and documentation in the possession of the Loan Parties and limited to the actions taken or proposed to be taken that a Responsible Officer of a Loan Party has actual knowledge of).

Notices of Material Events. The Within five Business Days after obtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including with respect to any Environmental Liability) against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary whichor any adverse development in any such pending action, if adversely determinedsuit or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent, that in each case could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event ERISA Event or any other development by which the Borrower fact or circumstance that gives rise to a reasonable expectation that any of its Subsidiaries (i) fails to comply ERISA Event will occur that, in either case, alone or together with any Environmental Law other ERISA Events that have occurred or are reasonably expected to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregateoccur, could reasonably be expected to result in a Material Adverse Effect, and provide (i) a written notice specifying the nature thereof, what action the Borrower or any of its ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, upon the Administrative Agent’s request, copies of (1) each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the IRS with respect to each Plan; (2) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and three (3) copies of such other documents or governmental reports or filings relating to any Plan as Administrative Agent shall reasonably request; (d) any material change in accounting policies or financial reporting practices by the occurrence Borrower or any Subsidiary (it being understood and agreed that such notice shall be deemed provided to the extent described in any financial statement delivered to the Administrative Agent pursuant to the terms of this Agreement); (e) any Governmental Authority denial, revocation, modification or non-renewal of any ERISA Event Environmental Permit held or sought by the Borrower or any Subsidiary 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any a Material Indebtedness of the Borrower or any of its SubsidiariesAdverse Effect; and (f) any other development that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt (and, in any event, not later than three (3) Business Days after a Responsible Officer of the Borrower becomes aware thereof) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary other Loan Party which, 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 any Loan Party in an aggregate amount exceeding $250,000; (d) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries other Loan Party (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries other Loan Party of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any other Loan Party; (f) the (i) issuance of or entry into, (ii) termination or (iii) breach, amendment or modification in any respect by any Loan Party of the TLA Transaction Document; (g) (i) any Lien or claim made or asserted against any of the Collateral that is not expressly permitted by the terms of this Agreement or (ii) the occurrence of any other event which would have an adverse effect on: (A) the aggregate value of the Collateral, taken as a whole, or (B) the validity, perfection or priority of the Security Interests (as defined in the Security Agreement) in any material respect; (h) in the event a dispute arises between any Account Debtor and Loan Party in connection with any amounts due and owing in excess of $250,000 in the aggregate, such Loan Party shall provide the Administrative Agent with written notice thereof, promptly after such Loan Party’s learning thereof, explaining in detail the reason for the dispute, all claims related thereto and the amount in controversy; (i) any facts, events or occurrences which in any way impair the validity or enforceability of any material accounts receivable or could reasonably be expected to reduce the amount payable thereunder as shown in the books and records and any invoices, statements and other reports delivered to the Administrative Agent with respect thereto; (j) the receipt by any Loan Party of any notice of proceedings or actions which are threatened or pending against any material Account Debtor, which is reasonably likely to result in any adverse change in such Account Debtor’s financial condition, or any Loan Party obtaining knowledge of any Account Debtor becoming unable to generally pay its Subsidiariesdebts as they become due; (k) at any time on or after the Closing Date, any other items required to be delivered under the TLA Credit Agreement; and (fl) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the --------------------------- Administrative Agent and each Lender reasonably prompt written notice (given in no event later than 5 Business Days) of the following: (a) after a Responsible Officer of the Borrower knows thereof, the occurrence of any Default or Event of Default; (b) after a Responsible Officer of the Borrower knows thereof, the filing or commencement of any action, suit or proceeding by or before any arbitrator arbitrator, court or other Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determineddetermined (but excluding any action, could suit or proceeding where the Borrower's management has determined in good faith after reasonable inquiry that the likelihood of any adverse determination is remote), is reasonably be expected likely to result in a Material Adverse Effect; (c) after a Responsible Officer of the Borrower knows thereof, the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability Liability, and in each of the preceding clauses, which individually or in the aggregate, could aggregate is reasonably be expected likely to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could is reasonably be expected likely to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,00010,000,000; (e) the occurrence effectiveness of any default material amendment, modification or event of default, or supplement to the Indenture; (f) the receipt by the Borrower or any of its Subsidiaries of any written notice or claim asserting the existence or occurrence of an alleged default or event of (i) any default, respect breach, or violation of the terms of the Indenture or any other indenture, mortgage, loan or credit agreement, lease or financing arrangement, or other material agreement or instrument, in any case where the Indebtedness associated with any such agreement or instrument exceeds $10,000,000, or (ii) any event or condition that would require or permit the holder of any Material Indebtedness of the Borrower or any of its SubsidiariesSubsidiaries in an amount greater than $10,000,000 to exercise its rights to require the repayment, redemption or repurchase, or other acquisition of such Indebtedness by the Borrower or any of its Subsidiaries prior to the scheduled maturity thereof; and (fg) any other development that results in, or could is reasonably be expected likely to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) as soon as possible, but in any event within five (5) Business Days of obtaining knowledge thereof, (i) the occurrence of any Default Default, or Event (ii) the occurrence of Defaultany “default” or “event of default” under any Material Indebtedness; (b) as soon as possible, but in any event within five (5) Business Days after obtaining knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower any Credit Party or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of as soon as possible, but in any event or any other development by which the Borrower or any of its Subsidiaries within five (i5) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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) Business Days after the occurrence of any ERISA Event that alonethat, alone or together with any other ERISA Events Event that have has occurred, could reasonably be expected to result in liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $1,000,000; (d) as soon as possible, but in any event within five (5) Business Days after obtaining knowledge of any release by any Credit Party, Subsidiary or any other Person of any Hazardous Material into the environment, which could reasonably be expected to have a Material Adverse Effect; (e) as soon as possible, but in any event within five (5) Business Days after (i) the receipt of any notice alleging any violation of any Environmental Law by any Credit Party or any other actual or alleged Environmental Liability, (ii) obtaining knowledge of the existence of any condition that could reasonably be expected to result in violations of any Environmental Law or in Environmental Liability, or (iii) the filing of any Lien to secure any Environmental Liabilities of any Credit Party; in each case of (i), (ii) or (iii) that could reasonably be expected to have a Material Adverse Effect; (f) as soon as possible, but in any event within five (5) Business Days after the occurrence of any breach or default or event of defaultunder, or repudiation or termination of, any Material Sales Contract, which could reasonably be expected to have a Material Adverse Effect; (g) promptly following the receipt by Borrower or any of its Subsidiaries execution and delivery thereof, copies of any written notice amendment, modification, waiver or other change to the Permitted RBL Credit Agreement, together with a certificate of an alleged default a Responsible Officer certifying that such copies are true, correct and complete as of the date of delivery; (h) promptly following the furnishing or event of defaultreceipt thereof, respect copies of any Material Indebtedness default notices under the Permitted RBL Credit Agreement not otherwise required to be furnished to the Lenders pursuant to any other provisions of the Borrower or any of its Subsidiariesthis Agreement; and (fi) as soon as possible, but in any event within five (5) Business Days after becoming aware of any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.; and

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing (x) with respect to clause (a) below within three (3) Business Days and (y) with respect to clause (b) through (m) below, within five (5) Business Days, in each case, after a Responsible Officer of the Borrower first learns of or acquires knowledge with respect to: (a) the occurrence of any Default or Event of Default; (b) the occurrence of any event with respect to the property or assets of the Borrower or any of its Subsidiaries resulting in a Loss aggregating $2,500,000 (or the Equivalent Amount in other currencies) or more; (i) any proposed acquisition of stock, assets or property by the Borrower or any of its Subsidiaries that could reasonably be expected to result in material Environmental Liability, and (ii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material by the Borrower or any of its Subsidiaries required to be reported to any Governmental Authority and that would reasonably be expected to result in material Environmental Liability; (d) the assertion of any Claim under any Environmental Law by any Person against, or with respect to the activities of, the Borrower or any of its Subsidiaries and any alleged liability or non-compliance with any Environmental Laws or any permits, licenses or authorizations issued pursuant to Environmental Laws which could reasonably be expected to involve damages in excess of $2,500,000 (or the Equivalent Amount in other currencies) other than any such Claim or alleged violation that would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect; (e) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary which, if adversely determined, could of its Affiliates that would reasonably be expected to result in a Material Adverse Effect; (ci) the occurrence intention of any event ERISA Affiliate to file any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) the filing by any ERISA Affiliate of a request for a minimum funding waiver under Section 412 of the Code with respect to any Title IV Plan or Multiemployer Plan, in each case in writing and in reasonable detail (including a description of any other development by which action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the Borrower PBGC or any of its Subsidiaries the IRS pertaining thereto); (g) (i) fails to comply the termination of any Material Agreement or any Permitted License in clause (D) or (G) of the definition thereof other than in accordance with any Environmental Law its terms and not as a result of a breach or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Lawdefault, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged a material breach or default or event of default, respect of under any Material Indebtedness Agreement (and a copy thereof) or any Permitted License in clause (D) or (G) of the Borrower definition thereof asserting a default by such Obligor or any of its Subsidiaries; and Subsidiaries where such alleged default would permit such counterparty to terminate such Material Agreement, (fiii) the entering into of (A) any other development that results in, new Material Agreement by any Obligor (and a copy thereof) or could reasonably be expected (B) any Permitted License in clause (D) or (G) of the definition thereof or (iv) any material amendment to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event Agreement or development requiring such notice and any action taken or proposed to be taken with respect thereto.Permitted License in clause (D) or

Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt (and, in any event, not later than three Business Days after a Responsible Officer becomes aware thereof) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) notwithstanding the lead-in to this Section 6.2, not later than five Business Days after a Responsible Officer becomes aware thereof, written notice of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Applicable Insurance Regulatory Authority or other Governmental Authority against or, to the knowledge of the either Borrower, affecting the either Borrower or any Subsidiary which, if adversely determined, which could reasonably be expected to result in a Material Adverse EffectEffect and any written notice received from an Applicable Insurance Regulatory Authority or other Governmental Authority threatening any such action, suit or proceeding; (c) the occurrence of any event or any other development by which the Borrower Borrowers or any of its their Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for #4827-9295-4127 #PageNum# any Environmental Liability 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) notwithstanding the lead-in to this Section 6.2, not later than five Business Days after a Responsible Officer becomes aware thereof, written notice 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 Borrowers and its their Subsidiaries in an aggregate amount exceeding $1,000,0002,500,000; (e) the occurrence of any default or event of default, or the receipt by Borrower the Borrowers or any of its their Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower Borrowers or any of its their Subsidiaries; (f) the early termination or material breach by any Person of a Material Agreement (and, with respect to any Person other than a Loan Party, to the extent the Borrowers have knowledge of such termination or breach); and (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 6.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after a Responsible Officer first learns of the existence of: (a) the occurrence of any Default or Event of Default; (b) notice of the occurrence of any event with respect to an Obligor’s property or assets resulting in a Loss, to the extent not covered by insurance, aggregating $5,000,000 (or the Equivalent Amount in other currencies) or more; (c) (A) any proposed acquisition of stock, assets or property by any Obligor that would reasonably be expected to result in environmental liability under Environmental Laws that could reasonably be expected to have a Material Adverse Effect, and (B)(1) spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material required to be reported by Borrower or any of its Subsidiaries to any Governmental Authority under applicable Environmental Laws and if such spillage, leakage, discharge, disposal, leaching, migration or release could reasonably be expected to have a Material Adverse Effect, and (2) all actions, suits, claims, notices of violation, hearings, investigations or proceedings pending, or to any Obligor’s Knowledge, threatened in writing against Borrower or any of its Subsidiaries or with respect to the ownership, use, maintenance and operation of their respective businesses, operations or properties, relating to Environmental Laws or Hazardous Material, in each case which could reasonably be expected to have a Material Adverse Effect; 164703839 v7 (d) the assertion in writing of any environmental Claim by any Person against, or with respect to the activities of, Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations which could reasonably be expected to involve damages in excess of $10,000,000 other than any environmental proceeding or alleged violation that could not reasonably be expected (either individually or in the aggregate) have a Material Adverse Effect; (e) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or directly affecting the Borrower or any Subsidiary which, if adversely determined, of its Affiliates that could reasonably be expected to result in a Material Adverse Effect; (cf) (i) on or prior to any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten days, after any Responsible Officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto; (g) (i) the occurrence termination of any event or any Material Agreement other development than upon its scheduled termination date; (ii) the receipt by which the Borrower or any of its Subsidiaries from a counterparty asserting a default by Borrower or any of its Subsidiaries under any Material Agreement where such alleged default, if accurate would permit such counterparty to terminate such Material Agreement; (iii) the entering into of any new Material Agreement by an Obligor; or (iv) any material amendment to a Material Agreement in any manner adverse to the Lenders; provided that for so long as Borrower is subject to the public reporting requirements of the Exchange Act, items (i) fails to comply 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), (iii) receives and (iv) shall be deemed to be furnished in writing pursuant to this Section 8.02(g) on the date on which such information is first available via the SEC’s EXXXX system or any successor thereto (provided, however, that, if Borrower redacts any part of such agreement or other document that it files with the SEC, then Borrower shall, prior to or concurrently with filing such agreement or document with the SEC, deliver to Administrative Agent a completely unredacted version of such agreement or document); (h) the reports and notices as required by the Security Documents; (i) within 30 days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of any claim material change in accounting policies or financial reporting practices by the Obligors (which requirement will be deemed satisfied by the description thereof in a Form 10-K, Form 10-Q or Form 8-K filed with respect to any Environmental Liabilitythe SEC); (j) promptly after the occurrence thereof, or (iv) becomes aware notice of any basis for labor controversy resulting in or reasonably expected to result in any Environmental Liability and strike, work stoppage, boycott, shutdown or other material labor disruption against or involving an Obligor, in each of the preceding clauses, case which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;; 164703839 v7 (dk) the occurrence of any ERISA Event that alone, a material licensing agreement 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt arrangement entered into by Borrower or any of its Subsidiaries of Subsidiary in connection with any written notice of an infringement or alleged default or event of default, respect of any Material Indebtedness infringement of the Borrower or any Intellectual Property of its Subsidiaries; andanother Person; (fl) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (m) concurrently with the delivery of financial statements under Section 8.01(b), the creation or other acquisition of any Intellectual Property by any Obligor after the date hereof and during such prior fiscal year which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, or with any other equivalent foreign Governmental Authority; (n) any change to any Obligor’s ownership of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to Administrative Agent an updated Schedule 7 to the Security Agreement setting forth a complete and correct list of all such accounts as of the date of such change; or (o) such other information respecting the operations, properties, business or condition (financial or otherwise) of the Obligors (including with respect to the Collateral) as Administrative Agent may from time to time reasonably request in writing. Each notice delivered under this Section 5.2 8.02 shall be accompanied by a written statement of a Responsible Officer financial officer or other executive officer of Borrower setting forth the details of in reasonable detail the event or development requiring such notice and any action taken or proposed to be taken with respect thereto, if any.

Notices of Material Events. The (a) Promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following: (ai) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (bii) the filing or commencement of, or any written threat or 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 or in arbitration, against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 Restricted Subsidiaries (i) fails as to comply with any Environmental Law or to obtainwhich an adverse determination is reasonably probable and that, maintain or comply with any permitif adversely determined, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in have a Material Adverse Effect;; and (diii) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected expected, individually or in the aggregate, to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. (b) The Borrower will furnish to the Administrative Agent prompt (and in any event within 30 days or such longer period as reasonably agreed to by the Administrative Agent) written notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of organization or like document), (ii) in the jurisdiction of incorporation or organization of any Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational identification number (if any). (c) Not later than five days (or such later period as may be agreed by the Administrative Agent in its sole discretion) after delivery of financial statements pursuant to Section 5.01(a), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower setting forth the information required pursuant to Sections 1, 2, 7 and 9 through 14 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section. (d) Concurrently with the delivery of each Compliance Certificate pursuant to Section 5.01(d), the Borrower shall deliver to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower specifying any change in the identity of the guarantors, Restricted Subsidiaries, Significant Subsidiaries, Immaterial Subsidiaries and Foreign Subsidiaries, as of the end of such fiscal year or quarter, as the case may be, from the guarantors, Restricted Subsidiaries, Significant Subsidiaries, Immaterial Subsidiaries and Foreign Subsidiaries, respectively, provided to the Administrative Agent on the Effective Date or the most recent fiscal year or quarter, as the case may be.

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent and prompt (but in any event within any time period that may be specified below)(for distribution to each Lender prompt Lender) written notice upon any Responsible Officer of the Loan Parties becoming aware of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against any Orthofix Entity that (i) alleges criminal misconduct by or before any arbitrator or Governmental Authority against or, Orthofix Entity (except to the knowledge extent disclosure of such investigation is prohibited by applicable Law or court order), (ii) alleges the Borrowerviolation of, affecting the Borrower or seeks to impose remedies against any Subsidiary whichOrthofix Entity under, if adversely determinedany Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, that could reasonably be expected to result have a Material Adverse Effect; (iii) asserts liability on the part of any Orthofix Entity in excess of the Dollar Amount of $2,000,000 in respect of any tax, fee, assessment, or other governmental charge, (iv) involves any material product recall with respect to any Orthofix Entity or (v) could reasonably be expected to have 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 Orthofix Entities in an aggregate amount exceeding the Dollar Amount of $1,000,000500,000, (ii) the United Kingdom Pensions Regulator issuing a financial support direction or a contribution notice (as those terms are defined in the United Kingdom Pensions Act 2004) in relation to any Foreign Pension Plan, (iii) any amount being due to any Foreign Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Axx 0000, and/or (iv) an amount becoming payable under section 75 or 75A of the United Kingdom Pensions Act of 1995; (d) any involvement of any Orthofix Entity in a pending civil or criminal investigation, criminal action or civil proposed debarment, exclusion or other sanctioning action related to any Federal, state or foreign healthcare program; (e) the occurrence institution of any default investigation or event of defaultproceeding against any Orthofix Entity to suspend, revoke or terminate or which may reasonably be expected to result in the receipt by Borrower or any of its Subsidiaries termination of any written notice of an alleged default Medicaid Provider Agreement, Medicaid Certification, Medicare Provider Agreement, Medicare Certification, material Health Care Permit or event of default, respect of exclusion from any Material Indebtedness of the Borrower Medical Reimbursement Program or any of its SubsidiariesThird Party Payor Arrangement; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative 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. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: (a) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against orHoldings, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could of their Subsidiaries would reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any event ERISA Event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtainForeign Plan Event that, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregatetogether with all other ERISA Events or Foreign Plan Events that have occurred, could would reasonably be expected to result in have a Material Adverse Effect; (d) the occurrence filing of any ERISA Lien for unpaid taxes in excess of $1,000,000; (e) any change in the Borrower’s chief executive officer or chief financial officer; (f) any discharge, resignation or withdrawal of the registered public accounting firm (provided that filing an applicable 8-K with the SEC shall satisfy any notice requirements under clause (e) above or this clause (f)); (g) any Casualty Event or the commencement of any action or proceeding that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability a Casualty Event, in each case involving assets with a fair market or book value in excess of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (eh) any change in the occurrence information provided in the Beneficial Ownership Certification, if any, delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification; and (i) any default or event of defaultother development specific to Holdings, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development their Subsidiaries that results inis not a matter of general public knowledge and that has had, or could would reasonably be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section 5.2 5.05 (i) shall be in writing and (ii) shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and (if applicable) any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender (which shall promptly make such information available to the Lenders in accordance with its customary practices) prompt written notice (and in any event no later than five (5) Business Days after any Responsible Officer’s knowledge of the following:occurrence thereof): (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any litigation, investigation, action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of or involving the Borrower, affecting the Borrower any of its Subsidiaries or any Subsidiary whichAffiliate thereof or any of their respective properties, if adversely determined, assets or business that 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, alone or together with any other ERISA Events that have occurredoccurred within the preceding twelve month period, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,00010.0 million; (d) the occurrence and nature of any Prohibited Transaction or any funding deficiency with respect to any Plan, or a transaction the IRS or Department of Labor or any other Governmental Authority is reviewing to determine whether a Prohibited Transaction might have occurred, in each case, that would reasonably be expected to result in a Material Adverse Effect; (e) any Loan Party’s intention to terminate any Plan; (f) any notice provided to the occurrence holders of any default Material Indebtedness, along with a copy of such notice; (g) any notice of any violation received by any Loan Party or event any Subsidiary thereof from any Governmental Authority including any notice of defaultviolation of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect; (h) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Loan Party or any Subsidiary thereof in each case that could reasonably be expected to result in a Material Adverse Effect; (i) except as would not be reasonably expected to have a Material Adverse Effect, (i) any written notice that the receipt by Borrower FDA or any other similar Governmental Authority is suspending or revoking any Permit, changing the market classification, distribution pathway or parameters of the Products of the Loan Parties or their respective Subsidiaries; (ii) any Loan Party or any of its Subsidiaries becoming subject to any administrative or regulatory action, Form FDA 483 observation, warning letter, notice of violation letter, or other material notice with the FDA or any comparable Governmental Authority, in each case, with respect to its Products or Product Safety Laws; (iii) any Product of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower Loan Party or any of its Subsidiaries being seized, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings in the United States or any other jurisdiction seeking the suspension, import detention, or seizure of any Product are pending or threatened in writing against the Loan Parties or their respective Subsidiaries; (iv) any recall or withdrawal of the Products of the Loan Parties or their respective subsidiaries; or (v) any notice that a Governmental Authority is proposing that any Loan Party be suspended, debarred or excluded under 21 U.S.C. § 300x, 00 X.X.X. § 0000x-0, or any similar state or foreign law, rule or regulation; (j) any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment; and (fk) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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) except to the extent that the actions, facts or circumstances described in Schedule 4.10 constitute or may result in an ERISA Event, 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 $1,000,0005,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) any other development in the business or affairs of the Borrower or its Subsidiaries that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to -------------------------- the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 (which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect) by which the Borrower or any of its Consolidated Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLiability; (d) 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 Consolidated Subsidiaries in an aggregate amount exceeding $1,000,0005,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness downgrading of the Borrower or any Senior Debt Rating by either of its Subsidiariesthe Rating Agencies; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and and, if applicable, any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effectof its Subsidiaries; (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectLiability; (d) 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its SubsidiariesSubsidiaries in a principal amount in excess of $1,000,000; (e) promptly and in any event at least five (5) Business Days prior thereto (or such shorter period of time as the Lender shall agree in its sole discretion), notice of any change (i) in the Borrower’s legal name, (ii) in the Borrower’s chief executive office, its principal place of business, any office in which it maintains books or records, (iii) in the Borrower’s identity or legal structure, (iv) in the Borrower’s federal taxpayer identification number or organizational number, (v) in the Borrower’s jurisdiction of organization; (f) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; (g) copies of any notices received by the Borrower pursuant to or in connection with either of the Indentures to the extent such notice relates to the occurrence of a breach, default or other act on non-compliance with respect to either such Indenture, or to any payments or payment terms of the debentures issued thereunder; and (fh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer an officer of the Borrower setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent Agent, which shall furnish to each Issuing Bank and each Lender Lender, prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of a Responsible Officer or another executive officer of Holdings or the Borrower, affecting Holdings, the Borrower or any Subsidiary whichAffiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that relates in any material respect to any Loan Document; (c) the occurrence of any event ERISA Event or any other development by which the Borrower fact or any of its Subsidiaries (i) fails circumstance that gives rise to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 reasonable expectation that any ERISA Event that alonewill occur that, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, could reasonably be expected to result in liability of Holdings, the Borrower and its the Restricted Subsidiaries in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries20,000,000; and (fd) any other development that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a 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. Information required to be furnished pursuant to this Section 5.02 shall be deemed to have been furnished if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on the Platform or shall be available on the website of the Borrower at xxxx://xxx.xxxxxxxxxxx.xxx or on the website of the SEC at xxxx://xxx.xxx.xxx; provided that the Borrower shall give notice of the making of any such documentation available on the website of the Borrower or on the website of the SEC to the Administrative Agent (who shall then give notice thereof to the Lenders).

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (and in any event, within 3 Business Days) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichof any of them that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries100,000; and (fe) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. In addition to the foregoing, in the event that the Borrower or any ERISA Affiliates have participated, now participates or will participate in any Plan or Multiemployer Plan, the Borrower will, or will cause any such ERISA Affiliate to, deliver to the Administrative Agent and each Lender: (i) promptly and in any event within 10 days after it knows or has reason to know of the occurrence of a “reportable event, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such reportable event, together with a statement of the chief financial officer of the Borrower setting forth details as to such reportable event and the action which the Borrower and the ERISA Affiliate propose to take with respect thereto; (ii) at least 10 days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice; (iii) promptly upon the request of any Lender, and in no event more than 10 days after such request, copies of each annual report on Form 5500 that is filed with the Internal Revenue Service, together with certified financial statements for the Plan (if any) as of the end of such year and actuarial statements on Schedule B to such Form 5500; (iv) promptly and in any event within 10 days after it knows or has reason to know of any event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, a statement of the chief financial officer of the Borrower describing such event or condition; (v) promptly and in no event more than 10 days after its or any ERISA Affiliate’s receipt thereof, the notice concerning the imposition of any withdrawal liability under section 4202 of ERISA; and (vi) promptly after receipt thereof, a copy of any notice the Borrower or any ERISA Affiliate may receive from the PBGC or the Internal Revenue Service with respect to any Plan or Multiemployer Plan; provided, however, that this final paragraph of Section 5.02 shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service.

Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; and; (fe) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and 4891-8586-8126.7 (f) promptly and in any event at least thirty (30) days prior thereto, notice of any change (i) in any Loan Party's legal name, (ii) in any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity or legal structure, (iv) in any Loan Party's federal taxpayer identification number or organizational number or (v) in any Loan Party's jurisdiction of organization. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower Borrowers will furnish to the Administrative Agent and (for distribution to each Lender 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 or Event of Default; (b) the filing or commencement receipt of any action, suit written notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000, (ii) seeks injunctive relief to the extent the Borrowers would be required to make a Form 8-K disclosure in respect thereto or could reasonably be expected to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party or before any arbitrator Subsidiary which could reasonably be expected to result in a Material Adverse Effect, (v) alleges the violation of, or Governmental Authority seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, in each case which could reasonably be expected to result in a Material Adverse Effect, (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, or (vii) involves any product recall that relates to any asset used in calculating the Borrowing Base in excess of $500,000 or which could reasonably be expected to result in a liability in excess of $5,000,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against orany of the Collateral; (d) (i) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance or (ii) any event or circumstance that would result in any assets included in the determination of the Borrowing Base in excess of $500,000 to be ineligible for inclusion in the Borrowing Base; (e) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Permitted Royalty Transaction or an amendment to any documentation executed in connection with a previously occurring Permitted Royalty Transaction, together with copies of all agreements evidencing such Permitted Royalty Transaction or amendment; (f) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse or bailee relationship where Inventory constituting Collateral included in the determination of the Borrowing Base is located with a value in excess of $100,000; (g) all amendments to any Material Contract, together with a copy of each such amendment, to the knowledge of extent the Borrower, affecting the Borrower Borrowers would be required to make a Form 8-K disclosure in respect thereto or any Subsidiary which, if adversely determined, it could reasonably be expected to result in a Material Adverse Effect; (ch) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment thereto, together with copies of any event all agreements evidencing such Swap Agreement or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effectamendment; (di) the occurrence of any ERISA Event that alonethat, 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 $1,000,0005,000,000; (ej) the occurrence of any default or event of default, or the receipt by Borrower the Borrowers or any of its their Subsidiaries of (i) any written notice so called "Warning Letter", Safety Alert or Advisory or similar notification, (ii) any notification of an alleged default a mandated or event of defaultrequested recall affecting the products manufactured or distributed by the Borrowers or such Subsidiary, respect of in each case, from the FDA (or analogous foreign, state or local Governmental Authority) or (iii) any Material Indebtedness other material correspondence from the FDA (or analogous foreign, state or local Governmental Authority) which may be adverse to the interests of the Borrower Loan Parties or any of its their Subsidiaries, in each case, to the extent the Borrowers would be required to make a Form 8-K disclosure in respect thereto or the related event or circumstance could reasonably be expected to result in a Material Adverse Effect; and (fk) any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower any Credit Party or any Subsidiary whichAffiliate thereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 Restricted Subsidiaries in an aggregate amount exceeding $1,000,0005,000,000; (d) any written notice or written claim to the effect that any Credit Party is or may be liable to any Person as a result of the release by any Credit Party, or any other Person of any Hazardous Materials into the environment, which could reasonably be expected to have a Material Adverse Effect; (e) any written notice alleging any violation of any Environmental Law by any Credit Party, which could reasonably be expected to have a Material Adverse Effect; (f) the occurrence of any material breach or default or event of defaultunder, or repudiation or termination of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect; (g) the occurrence of any material breach or default under a repudiation or termination of, any MLP Agreement; (h) the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any Restricted Subsidiary of its Subsidiariesany management letter or comparable analysis prepared by the auditors for the Borrower or any such Restricted Subsidiary; and (fi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a 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. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt (and, in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof, other than in the case of clause (iv) below) written notice of the following: : (ai) the occurrence of any Default or Event of Default; ; (bii) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge Knowledge of the Borrower, affecting the Borrower or Borrower, any Subsidiary whichof its Subsidiaries or, if adversely determinedto the Knowledge of the Borrower, any Associated Practice that could reasonably be expected to result in a Material Adverse Effect; Effect (cincluding, without limitation, any of the foregoing that (x) seeks injunctive or similar relief or (y) alleges potential or actual violations of any Healthcare Law by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice and, in either case); (iii) the occurrence of any event or any other development by which the Borrower or Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice (iA) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) becomes subject to any Environmental Liability, (iiiC) receives notice of any claim with respect to any Environmental Liability, or (ivD) becomes aware of any basis for any Environmental Liability and Liability, in each of the preceding clausescase which, which either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; ; (div) promptly and in any event within 15 days after the occurrence Borrower, any of its Subsidiaries, any Associated Practice or any ERISA Affiliate (A) knows or has reason to know that any ERISA Event has occurred, a certificate of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, such Subsidiary or such ERISA Affiliate from the PBGC or any other governmental agency with respect thereto, and (B) becoming aware (1) that alonethere has been an increase in Unfunded Pension Liabilities (not taking into account Plans with negative Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or together with from any other prior notice, as applicable, (2) of the existence of any Withdrawal Liability, (3) of the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any of its Subsidiaries or any ERISA Events that have occurredAffiliate, could or (4) of the adoption of any amendment to a Plan subject to Section 412 of the Code which results in a material increase in contribution obligations of the Borrower, any of its Subsidiaries or any ERISA Affiliate, a detailed written description thereof from the chief financial officer of the Borrower; (v) any breach or non-performance of, or any default under, any Associated Practice Document by any Loan Party or, any of its respective Subsidiaries or to Borrower’s Knowledge, any Associated Practices, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result result, either individually or in liability the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the Borrower and its Subsidiaries steps, if any, such Loan Party, such Subsidiary or such Associated Practice has taken, is taking or proposes to take in an aggregate amount exceeding $1,000,000; respect thereof; (evi) the occurrence of any default or event of default, or the receipt by the Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; and(vii) any material amendment or modification to any Material Agreement (together with a copy thereof), and prompt notice of any termination, expiration or loss of any Material Agreement that, individually or in the aggregate, could reasonably be expected to result in a reduction in revenue or Consolidated EBITDA of the Loan Parties of 10% or more on a consolidated basis from the prior Fiscal Year; (viii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) and (d) of such certification; (fA) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any notification, through letter or otherwise, of a potential investigation relating to submission of claims to Third Party Payor Programs by the Borrower, any of its Subsidiaries or any Associated Practice (other than any additional data requests and audits, inspections and investigations, that, in each case, are in the ordinary course of business and would not reasonably be expected to have a Material Adverse Effect); (B) the voluntary disclosure by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice to the Office of the Inspector General of the United States Department of Health and Human Services, a Medicare fiscal intermediary, any Governmental Authority or any state’s Medicaid program of a potential material overpayment matter involving the submission of claims to such payor; or (C) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice of any notice from a Governmental Authority that the Borrower, any of its Subsidiaries or any Associated Practice is subject to a civil or criminal investigation, inquiry or audit involving and/or related to its compliance with Healthcare Laws which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; and (x) receipt by the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any Associated Practice from any Governmental Authority of the imposition of any forfeiture or the designation of a hearing that could result in the expiration, termination, revocation, impairment or suspension of any Healthcare Permit that would reasonably be expected to have a Material Adverse Effect; (xi) any material defaults or termination received from any Material Associated Practice, or given by any Loan Party to any Associated Practice, under any Associated Practice Document; and (xii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. following: (b) The Borrower will furnish to the Administrative Agent and each Lender the (i) promptly and in any event at least 30 days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization; and (ii) as soon as available and in any event within 30 days after receipt thereof, a copy of any environmental report or site assessment obtained by or for the Borrower or any of its Subsidiaries after the Closing Date on any Real Estate. Each notice or other document delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice or other document and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary or any Loan Party 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 consolidated Subsidiaries or any Loan Party (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 Loan Party in an aggregate amount exceeding $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries5,000,000; and (fe) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and Agent, which shall furnish to each Lender prompt Lender, promptly upon any Financial Officer of the Borrower becoming aware, written notice of the following:: ​ (a) the occurrence of any Default or Event of Default;; ​ (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowera Financial Officer or another executive officer of Holdings or any Subsidiary, affecting the Borrower Holdings or any Subsidiary whichthereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event ERISA Event that would reasonably be expected to result in Material Adverse Effect; ​ (d) the occurrence and nature of any Prohibited Transaction or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim funding deficiency with respect to any Environmental LiabilityPlan that would reasonably be expected to result in a Material Adverse Effect, or (iv) becomes aware a transaction the IRS or Department of Labor or any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could other Governmental Authority is reviewing to determine whether a Prohibited Transaction might have occurred that would reasonably be expected to result in a Material Adverse Effect; (de) receipt by the occurrence Borrower of any ERISA Event notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000a Material Adverse Effect; (ef) Borrower’s intention to terminate or withdraw from any Plan that, if so terminated or withdrawn, would reasonably be expected to result in a Material Adverse Effect; ​ (g) within two Business Days (or such longer period as the Administrative Agent may agree) after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) any default or event of default, or material notice provided to the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect holders of any Material Indebtedness Indebtedness, along with a copy of the Borrower or any of its Subsidiariessuch notice; and​ ​ ​ (fi) any other development that results has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and (j) the occurrence of any Specified Issuance. ​ Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichthereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000100,000; (d) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (e) any material notice or default under or termination of a Material Agreement; (f) any judgment for the payment of money in an aggregate amount exceeding $250,000 that remains undischarged for a period of 30 consecutive days, during which execution is not effectively stayed, or the occurrence of any default action legally taken by a judgment creditor to attach or event levy upon assets in order to enforce any such judgment; (g) the assertion of defaultany Intellectual Property Claim, if an adverse resolution could have a Material Adverse Effect; (h) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could have a Material Adverse Effect; (i) any Release by a Loan Party or with respect to any Real Estate owned, leased or occupied by a Loan Party; or receipt of any Environmental Notice, in each case where the receipt by Borrower expected remedial costs or liability is reasonably expected to exceed $250,000; (j) the discharge of or any of its Subsidiaries of any written notice of an alleged default withdrawal or event of default, respect of any Material Indebtedness of resignation by the Borrower or any of its SubsidiariesBorrower’s independent accountants; and (fk) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, the Borrower will furnish to the Administrative Agent and (for distribution to each Lender prompt through the Administrative Agent) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting a Financial Officer or another executive officer of the Borrower or any Subsidiary whichSubsidiary, if adversely determinedaffecting Borrower or any Subsidiary, could in each case, that would reasonably be expected expected, individually or in the aggregate, 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 with any Environmental Law or to obtainERISA Event that would reasonably be expected, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) the occurrence of any default or event of default, or default under and as defined in any Material Indebtedness; (i) the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries of a written notice of an Environmental Liability or (ii) any investigation, removal, remediation or other corrective action in response to any actual or alleged presence, Release or threatened Release of any Hazardous Material on, at, under or from any real property owned, leased or operated by the Borrower or any of its Restricted Subsidiaries, in each case of this clause (e), that would reasonably be expected individually or in the aggregate, to result in a Material Adverse Effect; and (f) the occurrence or existence of any other development event, condition or circumstance that results inhas had, or could would reasonably be expected to result inhave, individually or in the aggregate, a Material Adverse Effect. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability Liability, 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 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (f) the issuance of any cease and desist order, memorandum of understanding, cancellation of FDIC insurance, or proposed disciplinary action from the FDIC or other regulatory entity; (g) the commencement of any investigation of the Borrower or any of its Subsidiaries, other than routine bank and Securities and Exchange Commission examinations; and (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish Furnish to the Administrative Agent and each Lender (for further distribution to the Lenders) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000500,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of defaultdefault with respect to the Subordinated Debt Documents, respect of the Convertible Note Documents or any Material Indebtedness of the Borrower or any of its Subsidiaries; and; (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (g) promptly and in any event at least thirty (30) days prior thereto, notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or legal structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish -------------------------- to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichof its Subsidiaries, if adversely determined, could the reasonably be expected to anticipated outcome of which would 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,00010,000,000; and (d) the commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, in which the amount of any claim, damage, penalty or fine asserted against the Borrower or its Subsidiaries that the Borrower reasonably determines is not covered by insurance is $15,000,000 or more; (e) the occurrence of one or more of the following, to the extent that any default of the following, if adversely determined, could reasonably be expected to result in liability to the Borrower or event any of defaultits Subsidiaries in excess of $7,500,000 or a fine or penalty in excess of $2,500,000: (i) written notice, claim or request for information to the effect that the Borrower or any of its Subsidiaries is or may be liable in any material respect to any Person as a result of the presence of or the Release or substantial threat of a material Release of any Hazardous Materials into the environment; (ii) written notice that the Borrower or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any Remedial Action is needed to respond to the presence or to the Release or substantial threat of a material Release of any Hazardous Materials into the environment; (iii) written notice that any property, whether owned or leased by, or operated on behalf of, the receipt by Borrower or any of its Subsidiaries is subject to a material Environmental Lien; (iv) written notice of violation to the Borrower or any of its Subsidiaries of any Environmental Laws or Environmental Permits; or (v) commencement or written threat of any judicial or administrative proceeding alleging a violation of any Environmental Laws or Environmental Permits; (f) upon written request by Administrative Agent, a report providing an update of the status of each environmental, health or safety compliance, hazard or liability issue identified in any notice or report required pursuant to clause (e) above and any other environmental, health and safety compliance obligation, remedial obligation or liability that could reasonably be expected to have a Material Adverse Effect (all such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or Remedial Action and the Borrower's or such Subsidiary's response thereto); (g) prompt notice of an alleged default any event or event of defaultcondition that would cause the representation contained in Section 3.12 to be false, respect of any Material Indebtedness of and such other information regarding the year 2000 and the effect thereof on the Borrower or any of its Subsidiariesas the Administrative Agent shall reasonably request; and (fh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower will Loan Parties shall furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) : the occurrence of any Default Condition or Event of Default; (b) ; receipt by Borrower of any notice that Borrower’s common stock is to, or will, be delisted from the NASDAQ Global Market® Exchange. the filing or commencement of any action, suit suit, proceeding or proceeding investigation by or before any arbitrator or Governmental Authority Authority, against or, to the knowledge of the Borrowerany Loan Party, affecting the Borrower or any Subsidiary Loan Party which, if adversely determined, has or 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 Loan Party (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, has or could reasonably be expected to result in a Material Adverse Effect; (d) ; the occurrence of any Acquisition; the formation of any Subsidiary; the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, has or could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (e) a Material Adverse Effect; the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries Loan Party of any written notice of an alleged default or event of default, in respect of any Material Indebtedness of the Borrower or any of its SubsidiariesLoan Party; and (f) and any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 6.03 shall be accompanied by a written statement of a Responsible Officer of 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. The Borrower Representative will furnish to the Administrative Agent and prompt (but in any event within any time period that may be specified below)(for distribution to each Lender prompt Lender) written notice upon any Responsible Officer of the Loan Parties becoming aware of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against any Orthofix Entity that (i) alleges criminal misconduct by or before any arbitrator or Governmental Authority against or, Orthofix Entity (except to the knowledge extent disclosure of such investigation is prohibited by applicable Law or court order), (ii) alleges the Borrowerviolation of, affecting the Borrower or seeks to impose remedies against any Subsidiary whichOrthofix Entity under, if adversely determinedany Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability, that could reasonably be expected to result have a Material Adverse Effect; (iii) asserts liability on the part of any Orthofix Entity in excess of the Dollar Amount of $2,000,000 in respect of any tax, fee, assessment, or other governmental charge, (iv) involves any material product recall with respect to any Orthofix Entity or (v) could reasonably be expected to have 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 Orthofix Entities in an aggregate amount exceeding the Dollar Amount of $1,000,000500,000, (ii) the United Kingdom Pensions Regulator issuing a financial support direction or a contribution notice (as those terms are defined in the United Kingdom Pensions Act 2004) in relation to any Foreign Pension Plan, (iii) any amount being due to any Foreign Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Xxx 0000, and/or (iv) an amount becoming payable under section 75 or 75A of the United Kingdom Pensions Act of 1995; (d) any involvement of any Orthofix Entity in a pending civil or criminal investigation, criminal action or civil action, proposed debarment, exclusion or other sanctioning action related to any Federal, state, local or foreign healthcare program; (e) the occurrence institution of any default investigation or event proceeding against any Orthofix Entity to suspend, revoke or terminate or which may reasonably be expected to result in the termination of defaultany Medicaid Provider Agreement, Medicaid Certification, Medicare Provider Agreement, Medicare Certification, material Health Care Permit or exclusion from any Medical Reimbursement Program or Third Party Payor Arrangement; (f) receipt of any notice from National Westminster Bank Plc., New York and Nassau Branches, ABN AMRO Bank N.V., New York Branch or any of their respective successors and assigns, any affiliate of any of the receipt by foregoing or any other Person (i) asserting any claims over any assets of the Company, the Dutch Borrower or any other Orthofix Entity related to the ABN Obligations (as such term is defined in Section 3.33 of its Subsidiaries of this Agreement) or any written notice of an alleged default other Indebtedness owed to such Person or event of default(ii) asserting that the ABN Obligations or any other Indebtedness or other obligations owing to National Westminster Bank Plc., respect of any Material Indebtedness of the Borrower New York and Nassau Branches, ABN AMRO Bank N.V., New York Branch or any of its Subsidiaries; andtheir respective successors and assigns are secured, in whole or in part, by any Lien or other security interest granted pursuant to any ABN Credit Document or otherwise; (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (h) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.. First Amended and Restated Credit Agreement (Orthofix), Page 94

Notices of Material Events. The Borrower will furnish furnish, or will cause to be furnished, to the Administrative Agent and each Lender prompt (or if a certain time period is required in the Guaranty and Security Agreement for any notification described below, by no later than the end of such time period) written notice of the following: (a) : the occurrence of any Default or Event of Default; (b) ; the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower Parent or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) ; the filing or commencement of any action, suit or proceeding by any Person affecting the Collateral which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; the occurrence of any event or any other development by which the Borrower Parent or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Permit; (ii) becomes subject to any Environmental Liability, ; (iii) receives notice of any claim with respect to any Environmental Liability, ; or (iv) becomes aware of any basis for any Environmental Liability 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 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 $1,000,000; (e) a Material Adverse Effect; the occurrence of any default or event of default, or the receipt by Borrower the Parent or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower Parent or any of its Subsidiaries, any Material Contract or the Purchase Documents; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and the creation or acquisition by any Loan Party of any Subsidiary. Each notice delivered under this Section ‎Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower any Credit Party or any Subsidiary whichAffiliate thereof that, 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 Restricted Subsidiaries in an aggregate amount exceeding $1,000,0005,000,000; (d) any written notice or written claim to the effect that any Credit Party is or may be liable to any Person as a result of the release by any Credit Party, or any other Person of any Hazardous Materials into the environment, which could reasonably be expected to have a Material Adverse Effect; (e) any written notice alleging any violation of any Environmental Law by any Credit Party, which could reasonably be expected to have a Material Adverse Effect; (f) the occurrence of any material breach or default or event of defaultunder, or repudiation or termination of, any Material Sales Contract that results in, or could reasonably be expected to result in, a Material Adverse Effect; (g) the occurrence of any material breach or default under, or repudiation or termination of, any EXCO Agreement. (h) the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any Restricted Subsidiary of its Subsidiariesany management letter or comparable analysis prepared by the auditors for the Borrower or any such Restricted Subsidiary; and (fi) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a 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. The Administrative Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the any Borrower, affecting the any Borrower or any Subsidiary of their Subsidiaries which, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which the any Borrower or any of its their Subsidiaries (i) fails to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives written notice or to its knowledge any other notice of any claim with respect to any Environmental Liability, or (iv) becomes aware has actual knowledge of any reasonable basis for the imposition on any Borrower or any of its Subsidiaries of any Environmental Liability and in each of the preceding clausesclauses (i), (ii), (iii) or (iv), which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the any Borrower and its or any of their Subsidiaries in an aggregate amount exceeding $1,000,000;having a Material Adverse Effect. (e) to their knowledge, the occurrence of any default or event of default, or the receipt by any Borrower or any of its their Subsidiaries of any written notice of an alleged default or event of default, with respect of any Material Indebtedness of the any Borrower or any of their Subsidiaries; (f) any change (i) in any Loan Party’s corporate name or in any trade name used to identify it in the conduct of its Subsidiariesbusiness or in the ownership of its properties, (ii) in any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party’s identity or corporate structure, (iv) in any Loan Party’s federal taxpayer identification number or organizational number or (v) in any Loan Party’s jurisdiction of organization, as well as notice of the destruction or damage to any material portion of the Collateral; and (fg) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Promptly, and in any event within three (3) (or ten (10), in the case of (d) or (e) below) Business Days upon the Borrower or any of its Subsidiaries becoming aware of the following events, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (bi) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower or any Subsidiary whichAffiliate thereof or (ii) the occurrence of any adverse development with respect to any action, suit or proceeding previously disclosed to the Administrative Agent or the Lenders pursuant to this Agreement, in each case if adversely determinedsuch action, suit or proceeding 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 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability 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 that alonethat, 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 $1,000,000;500,000; and (ei) any claim by any Person against the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of nonpayment of, or (ii) any written notice of an alleged default attempt by any Person to collect upon or event of defaultenforce, respect of any Material Indebtedness accounts payable (that are more than sixty (60) days past due) of the Borrower or any of its Subsidiaries, in the case of any single account payable in excess of $500,000, or in the case of all accounts payable in the aggregate in excess of $500,000; (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against the Borrower or any Subsidiary or any of its Properties pursuant to any applicable Environmental Laws which could have a Material Adverse Effect, and (ii) any environmental or similar condition on any real Property adjoining or in the vicinity of the Property of the Borrower or any Subsidiary that could reasonably be anticipated to cause such Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Laws; and (f) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible 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. The Borrower Borrowers will furnish to the Administrative Agent and (for distribution to each Lender through an Agency Site) 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 or Event of Default; (b) the filing or commencement receipt of any action, suit written notice of any investigation by a Governmental Authority or any litigation or proceeding by commenced or before threatened in writing against any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower Loan Party or any Domestic Subsidiary whichthat (i) seeks damages in excess of $1,000,000, if adversely determined, (ii) seeks injunctive relief which 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 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, (iii) receives notice of is asserted or instituted against any claim with respect to any Environmental LiabilityPlan, its fiduciaries or (iv) becomes aware of any basis for any Environmental Liability and its assets, in each of the preceding clauses, case which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) alleges criminal misconduct by any Loan Party or any Domestic Subsidiary which could reasonably be expected to result in a Material Adverse Effect, (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, in each case which could reasonably be expected to result in a Material Adverse Effect, (vi) asserts liability on the part of any Loan Party or any Domestic Subsidiary in excess of $1,000,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall which could reasonably be expected to result in a liability in excess of $1,000,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $1,000,000 or more, whether or not covered by insurance; (e) within three (3) Business Days of receipt thereof, any and all default notices received under or with respect to any leased location or public warehouse where Inventory constituting Collateral with a value in excess of $1,000,000 is located; (f) solely to the extent the Borrowers would be required to make a Form 8-K disclosure in respect thereof, all material amendments to material agreements; (g) within two (2) Business Days after the occurrence thereof, any Loan Party entering into a Swap Agreement with a notional amount of $1,000,000 or more or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) the occurrence of any ERISA Event that alonethat, 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 $1,000,000a Material Adverse Effect; (ei) at least ten (10) Business Days prior to the occurrence proposed date of any default or event borrowing by SCP under the SCP Loan Facility (including the amount of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiariessuch borrowing); and (fj) any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (b), (e), (f) and (g) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly or other periodic reports containing such information, is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, or (ii) posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, the Borrower Representative shall notify (which may be by telecopy or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly (unless otherwise specified below) after knowledge thereof is obtained by a Responsible Officer: (a) the The occurrence of any Default or Event of Default;. (b) The occurrence of any event with respect to any property or assets of any Obligor or any of its Subsidiaries resulting in a Loss aggregating in excess of $1,000,000 (or the Equivalent Amount in other currencies). (c) Within three (3) Business Days of the date thereof, any Claim, event or occurrence, including (to the best of the Borrower’s knowledge) any threatened Claim, relating to Hazardous Waste or violations of Environmental Laws that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect on any Obligor, any of its Subsidiaries or any of their respective assets, properties or businesses. (d) Within three (3) Business Days of the date thereof, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower any Obligor or any Subsidiary whichof its Subsidiaries that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;. (ci) Upon receipt by any Obligor of notice of any filing by any ERISA Affiliate of any notice of intent to terminate any Title IV Plan, a copy of such notice and (ii) promptly, and in any event within ten (10) days, after any Responsible Officer of an Obligor knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice (which may be made by telephone if promptly confirmed in writing) describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto. (f) The reports and notices as required by the Security Documents. (g) Within thirty (30) days of the date thereof, or, if earlier, on the date of delivery of any financial statements pursuant to Section 8.01, notice of any material change in accounting policies or financial reporting practices by the Obligors. (h) Promptly after the occurrence thereof, notice of any event labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other development by which the Borrower labor disruption against or involving an Obligor or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;. (di) the occurrence of Any licensing agreement or similar arrangement entered into by 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 $1,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower Obligor or any of its Subsidiaries in connection with any infringement or alleged infringement of the Intellectual Property of another Person, except any written notice such agreement that could not reasonably be expected to meet the criteria of an alleged default a “Material Agreement” as defined in this Agreement. (j) Concurrently with the delivery of financial statements under Section 8.01(b) for any fiscal quarter, the creation or event of default, respect other acquisition of any Material Indebtedness Intellectual Property by any Obligor after the date hereof and during such fiscal quarter. (k) Within three (3) Business Days thereof, any change to any Obligor’s ownership or maintenance of Deposit Accounts, Securities Accounts and Commodity Accounts, by delivering to the Administrative Agent notice setting forth a complete and correct list of all such accounts as of the Borrower or any date of its Subsidiaries; andsuch change. (fl) any Any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect, including the termination, notice of breach of or other event or occurrence adversely affecting any Material Agreement or Material Intellectual Property. (m) The occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in Section 7.07, Section 7.18 or Section 7.19 to be incorrect in any material respect if such representation or warranty was to be made at the time the Borrower learned of such event, circumstance, act or omission (it being understood by the parties hereto that such notice will not constitute a representation or warranty by any Obligor that the representations set forth in any such Section are true or correct as of the date that notice is furnished to the Administrative Agent). Each notice delivered under this Section 5.2 8.02 shall be accompanied by a written statement of a Responsible 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. Nothing in this Section 8.02 is intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document.

Notices of Material Events. The Borrower Company will furnish to each holder of Notes, promptly after any Financial Officer or other executive officer of the Administrative Agent and each Lender prompt Company obtains knowledge thereof, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding Proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, or affecting the Borrower Company or any Subsidiary whichAffiliate thereof that is reasonably likely to be adversely determined, including pursuant to any applicable Environmental Laws, and that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $25,000,000; (d) notice of any action arising under any Environmental Law or of any noncompliance by the Company or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply Subsidiary with any Environmental Law or to obtain, maintain or comply with any permit, approval, license or other approval authorization required under any Environmental Lawthereunder that, (ii) becomes subject to any Environmental Liabilityif adversely determined, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could would reasonably be expected to result in a Material Adverse Effect; (de) any material change in accounting or financial reporting practices by the occurrence of Company or 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 $1,000,000Subsidiary; (ef) if any of the occurrence of Company’s debt is rated by a credit rating agency, any default or event of defaultchange in the credit ratings from a credit rating agency, or the receipt placement by Borrower a credit rating agency of the Company on a “CreditWatch” or “WatchList” or any of similar list, in each case with negative implications, or the cessation by a credit rating agency of, or its Subsidiaries of any written notice of an alleged default or event of defaultintent to cease, respect of any Material Indebtedness of rating the Borrower or any of its SubsidiariesCompany’s debt; and (fg) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.2 paragraph (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under paragraph 5B of Private Shelf Agreement dated November 9, 2023” and (iii) shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the 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. The Borrower Representative will furnish to the Administrative Agent and (for distribution to each Lender prompt Lender) written notice promptly (but in any event within any time period that may be specified below) after a Responsible Officer of any Loan Party obtains knowledge of the following: (a) the occurrence of any Default or Event of 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 in writing against any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower Loan Party or any Restricted Subsidiary whichthat (i) seeks damages in excess of $100,000,000, if adversely determined(ii) seeks injunctive relief, which could reasonably be expected to result in a Material Adverse Effect; , (ciii) the occurrence of is asserted or instituted against any event Plan, any Canadian Pension Plan, or any other development by Foreign Benefit Arrangement, its fiduciaries or its assets and which would reasonably be expected to result in liability of the Borrower Loan Parties and their Restricted Subsidiaries in an aggregate amount exceeding $50,000,000, (iv) alleges the violation of, or any of its Subsidiaries (i) fails seeks to comply with impose remedies under, any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental related Requirement of Law, (ii) becomes subject or seeks to any impose Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (v) asserts liability on the part of any Loan Party or any Restricted Subsidiary in excess of $100,000,000 in respect of any tax, fee, assessment, or other governmental charge; (c) any Lien (other than Liens permitted under Section 6.02) against any material portion of the Collateral; (d) any loss, damage, or destruction to Eligible Inventory in the amount of $25,000,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof (or such later date as may be agreed by the Administrative Agent), any and all default notices received under or with respect to any leased location or public warehouse where Eligible Inventory with a value of $10,000,000 or more is located; (f) the occurrence of any ERISA Event that aloneor Foreign Benefit Arrangement Event or Canadian Pension Event that, alone or together with any other ERISA Events or Foreign Benefit Arrangement Events or Canadian Pension Events that have occurred, could reasonably be expected to result in liability of the Borrower Loan Parties and its their Restricted Subsidiaries in an aggregate amount exceeding $1,000,00050,000,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect of any Material Indebtedness of the Borrower or any of its Subsidiaries; and (fg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (i) any termination or partial termination of any Canadian Pension Plan or existence of facts or circumstances that could result, or be reasonably anticipated to result, in the declaration of a termination or partial termination of any Canadian Pension Plan under Requirements of Law, and (ii) the existence of any solvency or wind-up deficiency in any Canadian Defined Benefit Plan. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and (if applicable) any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or any material development in, any action, suit or proceeding by or before any arbitrator or Governmental Authority against against, or, to the knowledge of the Borrower, affecting affecting, the Borrower or any Subsidiary whichSubsidiary, if adversely determined, which 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 Subsidiaries: (i) fails to comply 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, ; (iii) receives notice of any claim with respect to any Environmental Liability, ; or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clausesclauses (i), which (ii) and (iii), which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) 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 $1,000,000500,000; (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect of to any Material Indebtedness of the Borrower or any of its Subsidiaries; andSubsidiaries or the PMC Obligations; (fi) the institution of any investigation, review or proceeding against the Borrower or any of its Subsidiaries to suspend, revoke or terminate (or that would reasonably be expected to result in the suspension, revocation or termination of) any Medicare Supplier Agreement, Medicaid Supplier Agreement or agreement or participation with a Medical Reimbursement Program or the VISN Arrangements; (ii) the institution of any material investigation, review or proceeding against the Borrower or any of its Subsidiaries (excluding inquiries and communications in the ordinary course of business) by any Governmental Authority; or (iii) any notice of loss or threatened loss of any participation under any Medical Reimbursement Program; (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (h) the occurrence of a Qualifying IPO; (i) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (j) promptly, and in any event at least ten (10) days prior thereto, notice of any change: (i) in any Loan Party’s legal name; (ii) in any Loan Party’s chief executive office, its principal place of business or any office in which it maintains books or records (including the establishment of any such new office); (iii) in any Loan Party’s form of legal structure; (iv) in any Loan Party’s federal taxpayer identification number or organizational number; or (v) in any Loan Party’s jurisdiction of organization. Each notice delivered under this Section 5.2 shall be accompanied by a written statement of a Responsible Officer 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. The Borrower will furnish to the Administrative Agent and Agent, which shall furnish to each Lender prompt Lender, promptly upon any Financial Officer of the Borrower becoming aware, written notice of the following: : (a) the occurrence of any Default or Event of Default; ; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrowera Financial Officer or another executive officer of Holdings or any Subsidiary, affecting the Borrower Holdings or any Subsidiary whichthereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; ; (c) the occurrence of any event ERISA Event that would reasonably be expected to result in Material Adverse Effect; (d) the occurrence and nature of any Prohibited Transaction or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply 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, (iii) receives notice of any claim funding deficiency with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could Plan that would reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event that alone, or together with a transaction the IRS or Department of Labor or any other ERISA Events Governmental Authority is reviewing to determine whether a Prohibited Transaction might have occurred that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; a Material Adverse Effect; (e) receipt by the Borrower of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor that would reasonably be expected to result in a Material Adverse Effect; (f) Borrower’s intention to terminate or withdraw from any Plan that, if so terminated or withdrawn, would reasonably be expected to result in a Material Adverse Effect; (g) within two Business Days (or such longer period as the Administrative Agent may agree) after the occurrence thereof, any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, in each case, to the extent such Swap Agreement relates to Secured Swap Agreement Obligations, together with copies of all agreements evidencing such Swap Agreement or amendment; (h) any default or event of default, or material notice provided to the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, respect holders of any Material Indebtedness Indebtedness, along with a copy of the Borrower or any of its Subsidiariessuch notice; and (fi) any other development that results has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and (j) the occurrence of any Specified Issuance. Each notice delivered under this Section 5.2 5.02 shall be accompanied by a written statement of a Responsible 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.