Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) upon an Authorized Representative’s knowledge thereof, the occurrence of any Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any a Loan Party or Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 40 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by any a Loan PartyParty or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectthat could individually or in the aggregate exceed the Threshold Amount, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recallthe Threshold Amount; (c) (i) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim and (ii) any claims made or asserted against any of the CollateralCollateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; (d) any loss, damage, or destruction to the Collateral in an amount in excess of the amount of $2,000,000 or moreThreshold Amount, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location (other than individual Restaurants) or material public warehouse where material Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later if at the time thereof there if more than five business days prior to the effectiveness thereofone Lender under this Agreement, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party or Subsidiary has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Lender or any Affiliate thereof, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days); (ig) 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 Borrowers and their Subsidiaries Borrower or any ERISA Affiliate in an aggregate amount exceeding $2,000,000the Threshold Amount; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative 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) any actual knowledge of the Loan Parties of, or any receipt of any notice of of, any governmental investigation or any litigation litigation, arbitration or administrative proceeding (each, an “Action”) commenced or or, to the knowledge of any Loan Party, threatened against any Loan Party or any of its Subsidiaries that (i) seeks damages in excess of $5,000,000 25,000,000 (and provided that there is a reasonable likelihood that damages in excess of $25,000,000 shall be awarded in connection with such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservationAction), (ii) seeks injunctive reliefrelief (provided that there is a reasonable likelihood that such injunctive relief shall be granted and, if so granted, such injunctive relief would be reasonably likely to have a Material Adverse Effect on the Borrowers’ ability to perform their obligations under the Loan Documents or would have a Material Adverse Effect on the Collateral), (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with (provided that such Action has a value reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $5,000,00025,000,000), (iv) alleges criminal misconduct by any Loan PartyParty or any of its Subsidiaries (provided that such criminal misconduct would be reasonably likely to result in a Material Adverse Effect), (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which (provided that such Action has a reasonable likelihood of success and seeks damages, or would reasonably be expected to have a Material Adverse Effectresult in liabilities, in excess of $25,000,000), (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,00025,000,000, or (vii) involves any material product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; provided that such claim or assertion has a reasonable likelihood of success; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 25,000,000 or moremore per occurrence or related occurrences, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral with a fair market value in excess of $25,000,000 is located (which shall be delivered within two 10 Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events or breaches of such representations and warranties that have occurred, could reasonably be expected to result in liability of the Borrowers Loan Parties and their Subsidiaries Subsidiaries, whether directly or by virtue of their affiliate with any ERISA Affiliate, in an aggregate amount exceeding $2,000,000; and25,000,000; (jg) the release into the environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority and which could reasonably be expected to lead to any material Environmental Liability; (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 shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (c) any consensual Lien (other than Permitted Encumbrances) or written claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 250,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral with a value in excess of $50,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendmentIntentionally Omitted; (g) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement (or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto) outside of the ordinary course of business, together with (if requested by the Administrative Agent) copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000250,000; and (ji) any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party or any of their respective Restricted Subsidiaries that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)20,000,000, (ii) seeks injunctive reliefrelief which, if granted, could reasonably be expected to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, Canadian Benefit Plan, Canadian Pension Plan, its fiduciaries or its assets with and which could reasonably be expected to result in a value in excess of $5,000,000Material Adverse Effect, (iv) alleges criminal misconduct by any Loan PartyParty or any of their respective Restricted Subsidiaries, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws and which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,00020,000,000, or (vii) involves any material product recall; (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 $2,000,000 2,500,000 or moremore per occurrence or related occurrences, whether or not covered by insurance; (ed) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in the amount of $2,500,000 or more included in the Aggregate Borrowing Base (or which would be included but for such notice) is located (which shall be delivered within two five Business Days after receipt thereof); (fe) no later than notwithstanding the forgoing, the Borrower will, within five business days prior Business Days, furnish to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy Administrative Agent written notice of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies a description (including nature and amount) of all agreements evidencing the terms of such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment, as the case may be; (if) the occurrence of any ERISA Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00010,000,000; (g) the release into the environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority and which could reasonably be expected to lead to any material Environmental Liability; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the assertion by the holder of any Indebtedness of any Loan Party in excess of $250,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that that: (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 250,000; or (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges or the violation of any law regardingby any Loan Party or involves any product recall, or seeks remedies in connection witheach case which, any Environmental Laws which would if adversely determined, could reasonably be expected to have a Material Adverse Effect, ; (vid) contests any Lien (other than Permitted Encumbrances) securing a claim or claims made or asserted against any of the Collateral; (e) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall250,000; (cf) the opening of any Lien (new deposit account by any Loan Party with any bank or other than Permitted Encumbrances) or claim made or asserted against any of the Collateralfinancial institution; (dg) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (eh) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such accountants; (i) any and all default notices sent or received under or with respect to (i) any material leased location or material (ii) public warehouse where Collateral included in the Borrowing Base is located (which shall be delivered within two (2) Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (ij) the occurrence of any ERISA Event or underfunding of any Non-U.S. Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of for the Borrowers Loan Parties and their Subsidiaries greater than $250,000; (k) (i) the occurrence of unpermitted Releases of Hazardous Material of which any Loan Party is aware, (ii) the receipt by any Loan Party of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in an violations of or liabilities under, any Environmental Law or (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (i), (ii) and (iii) (and, in the case of clause (iii), if adversely determined), in the aggregate amount exceeding for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $2,000,000250,000; (l) the occurrence of any damage, destruction, decommissioning or sale of any Rig Fleet Equipment with a replacement value of $500,000 or greater; and (jm) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Administrative 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any written notice of any governmental investigation by a Governmental Authority or any litigation or legal proceeding commenced or threatened in writing against any Loan Party Party, any Non-Recourse Pledgor or any of its Restricted Subsidiaries that (i) seeks damages in excess of $5,000,000 (and such damages are 15,000,000 not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)insurance, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct constituting a felony by any Loan Party, any Non-Recourse Pledgor or any Restricted Subsidiary, (v) alleges the material violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose any material Environmental Liability, (vi) contests asserts liability on the part of any Loan Party, any Non-Recourse Pledgor or any Restricted Subsidiary in excess of $15,000,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesLiens permitted pursuant to Section 6.02) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) within five (5) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in value in excess of $2,500,000 in the aggregate is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to and terminations of any Material Indebtedness or any of the Term Loan Documentsagreements listed on Schedule 3.12, if any, together with a copy of each such amendmentamendment or termination; (g) all material amendments to within five (5) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Restricted Subsidiaries in an aggregate amount exceeding $2,000,0005,000,000; and (ji) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details a reasonable summary 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 Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)20,000,000, (ii) seeks injunctive reliefrelief which could reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,00020,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances or Liens otherwise permitted by Section 6.02) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (e) any and all written default notices received under or with respect to any material leased location or material public warehouse where Collateral with an aggregate value in excess of $5,000,000 is located (which shall be delivered within two ten Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five ten Business Days); (ig) 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 Borrowers Company and their its Subsidiaries in an aggregate amount exceeding $2,000,00020,000,000; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent Lender prompt (and in any event, no later than five Business Days after an executive officer becomes aware thereof) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)500,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries (with respect to the exercise of such fiduciaries’ duties) or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, Laws; (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000100,000.00, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrancesa Lien permitted pursuant to Section 6.02 hereof) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 250,000.00 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in the amount of $250,000.00 or more is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsreal estate leases, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,000100,000; and (ji) 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 shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)75,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets with a value an amount in excess of $5,000,00075,000,000, (iviii) alleges criminal misconduct by any Loan Party, (viv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $75,000,000, or (viv) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall75,000,000; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against ABL Priority Collateral having a value in excess of $75,000,000, upon any Loan Party’s knowledge of the Collateralsuch Lien or claim; (d) any loss, damage, or destruction to the ABL Priority Collateral in the amount of $2,000,000 75,000,000 or more, whether or not covered by insurance; (e) any and all default notices in writing received under or with respect to any material leased location or material public warehouse where ABL Priority Collateral having a value in excess of $75,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00075,000,000; and (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice Information required to be delivered under this pursuant to Section 5.01 or Section 5.02 (to the extent any such information is included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be accompanied deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by a statement of a Financial Officer the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or other executive officer of any Lender through the Administrative Agent) to the Borrower Representative, the Borrower Representative setting forth shall deliver paper copies of such documents to the details Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower Representative shall notify the Administrative Agent and each Lender (by fax or through Electronic Systems) of the posting of any such documents and provide to the Administrative Agent through Electronic Systems electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or development requiring requesting delivery of paper copies of such notice documents to it and maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on the Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any action taken or proposed of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Loan Party Materials “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties for purposes of United States federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute “Information” (as defined in Section 9.12), they shall be treated as set forth in Section 9.12); (y) all Loan Party Materials marked “PUBLIC” are permitted to be taken with respect theretomade available through a portion of the Electronic System designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Investor.”

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any written notice of any governmental investigation by a Governmental Authority or any litigation or legal proceeding commenced or threatened in writing against any Loan Party Party, any Non-Recourse Pledgor or any of its Restricted Subsidiaries that (i) seeks seekswould reasonably be expected to result in damages in excess of $5,000,000 (and such damages are 15,000,00020,000,000 not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)insurance, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges material criminal misconduct constituting a felony by any Loan Party, any Non-Recourse Pledgor or any Restricted Subsidiary, or (vviv) alleges the material violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which Law or related Requirement of Law, or seeks to impose any material Environmental Liability, (vi) asserts liability onwhich would reasonably be expected to have a Material Adverse Effect; provided, (vi) contests that, notwithstanding anything to contrary contained in the part of anyforegoing, no Loan Party, any tax, fee, assessment, Non-Recourse Pledgor or other governmental charge any Restricted Subsidiary in excess of $10,000,00015,000,000 shall be required to deliver written notice to the Administrative Agent in respect of any taxclaim, feeaction, assessment,suit or other governmental charge, or (vii) involves any product recallrecallproceeding that the Borrower deems in good faith to be frivolous; (c) any Lien (other than Permitted EncumbrancesLiens permitted pursuant to Section 6.02) or claim made or asserted assertedimposed against any of the Collateral; (d) any loss, damage, or destruction to the theany Collateral in the amount of $2,000,000 1,000,0005,000,000 or more, whether or not covered by insurance; (e) within five (5) Business Days of receipt thereof, (i) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral inthat constitutes “ABL Priority Collateral” (as defined in the Intercreditor Agreement) included in the Borrowing Base with a value in excess of $2,500,000 in the aggregate is located and (which shall be delivered within two Business Days after receipt thereof)ii) any and all notices (or otherwise becoming aware) of the commencement of any action or proceeding for the taking of any Collateral with a value in excess of $5,000,000 or interest therein under power of eminent domain or by condemnation or similar proceeding; (f) no later than five business days prior to the effectiveness thereof, all material amendments to and terminations of any Material Indebtedness or any of the Term Loan Documentsagreements listed on Schedule 3.12, if any, together with a copy of each such amendmentamendment or termination; (g) all material amendments to within five (5) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Restricted Subsidiaries in an aggregate amount exceeding $2,000,0005,000,00010,000,000; and (ji) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details a reasonable summary 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 Company will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0005,000,000, or (vii) involves any material product recall; (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 $2,000,000 5,000,000 or more, whether or not covered by insurance; (e) any and all notice of default notices giving right of termination received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two five (5) Business Days after receipt thereofthereof at the Company’s corporate offices); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Company and their its Subsidiaries in an aggregate amount exceeding $2,000,0005,000,000 or (ii) the occurrence of any of the following to the extent the same could reasonably be expected to result in a Material Adverse Effect: (A) issuance by the Pensions Regulator of a Financial Support Direction or a Contribution Notice in relation to any Non-U.S. Pension Plan or a warning notice in respect thereof, (B) any amount is due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Act 1995 and/or (C) an amount becomes payable under Section 75 or 75A of the United Kingdom Pensions Xxx 0000; and (jg) any other development event or occurrence that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative 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 each Lender prompt written notice of the following: (a) the occurrence of any Event of Default or Default, specifying the nature and extent thereof; (b) receipt the filing or commencement of, or any threat or notice of intention of any notice of Person to file or commence, any governmental investigation action, suit or proceeding, whether at law or in equity or by or before any litigation or proceeding commenced or threatened Governmental Authority, against any Loan Party Borrower or Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) as soon as possible after, and in any Lien event within ten (other than Permitted Encumbrances10) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior the Borrower or any ERISA Affiliate knows or has reason to the effectiveness thereofknow that, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event has occurred that, alone or together with any other ERISA Events that have occurred, Event could reasonably be expected to result in liability of the Borrowers and their Subsidiaries Borrower in an aggregate amount exceeding $2,000,0001,000,000; (d) as soon as possible and in no event later than ten (10) Business Days after the receipt thereof by the Borrower or any Subsidiary, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any Environmental Liability of the Borrower or any Subsidiary, in each case, which could reasonably be expected to have a Material Adverse Effect; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary 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 the Borrower to its shareholders generally, as the case may be; (f) 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 (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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. Documents required to be delivered pursuant to Sections 6.1(a), 6.1(b), 6.2(e) or 6.2(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will notify the Administrative Agent in the event that any non-public information is included in the Borrower Materials and to cooperate with the Administrative Agent to ensure that such non-public information is not distributed to a Public Lender.

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent for distribution to each Lender prompt (but in any event within two (2) Business Days thereof) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding Proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the a material violation of any law regardingof, or seeks to impose material remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose material Environmental Liability, (vi) contests 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 in excess of $10,000,000charge, or (vii) involves any product recallrecall of a product sold by a Loan Party that involves a breach of its product warranty and the Loan Party’s projected associated out-of-pocket expense exceeds $500,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the CollateralCollateral (other than Liens permitted under Section 6.02); (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (e) any and all default notices received by Borrower declaring an event of default involving in excess of $100,000 under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior any agreement that amends a material term of a Material Agreement, together with, to the effectiveness thereofextent requested by the Administrative Agent, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all any material amendments to change in accounting or financial reporting practices by the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendmentBorrower or any Subsidiary; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000; and250,000; (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (j) within two (2) Business Days after the Borrower has actual knowledge thereof, any change in the information provided in the Beneficial Ownership Certification delivered to the Administrative Agent that would result in a change to the list of beneficial owners identified in such certification; and (k) within five (5) Business Days after the Borrower has actual knowledge thereof, the occurrence of any Change in Control. Each notice delivered under this Section shall be accompanied by a statement of a 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 Representative will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (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 $2,000,000 250,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsany Material Agreement, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000; and250,000; (jh) within five Business Days following receipt thereof, copies of all notifications received by any Loan Party, whether pursuant to the UCC, the FSA, PACA or a State Agricultural Law, or otherwise, and whether sent by a seller of farm products, a lender to such seller, the Secretary of State of any state or any other Person (including, without limitation, a broker or other third party intermediary), of any FSA Lien or a State Agricultural Lien, or the imposition of a PACA Trust; and at such times as may be requested by the Administrative Agent, a report regarding the total amount of outstanding payables with respect to farm and agricultural products purchased by the Loan Parties, separately showing amounts owing to each supplier and identifying the location and state of each such supplier, whether with respect to farm products purchased directly by a Loan Party or through a third party intermediary; (i) any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect; (j) any material change in accounting or financial reporting practices by any Loan Party of any Subsidiary; and (k) any change in the information provided in the Beneficial Ownership Certification delivered to the Administrative Agent that would result in a change to the list of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a 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 Representative 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) days of obtaining knowledge thereof, the occurrence of any Default; (b) receipt as soon as possible, but in any event within fifteen (15) days after obtaining knowledge of the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting any Credit Party or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)Affiliate thereof that, (ii) seeks injunctive reliefif adversely determined, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) as soon as possible, but in any Lien event within fifteen (other than Permitted Encumbrances15) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Borrower and their the Restricted Subsidiaries in an aggregate amount exceeding $2,000,0001,000,000; (d) as soon as possible, but in any event within fifteen (15) days after obtaining knowledge of any release by any Credit Party, 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 fifteen (15) days after any notice alleging any violation of any Environmental Law by any Credit Party or any other Environmental Liability, which could reasonably be expected to have a Material Adverse Effect; (f) as soon as possible, but in any event within fifteen (15) days after the occurrence of any breach or default under, or repudiation or termination of, any Material Sales Contract, which could reasonably be expected to have a Material Adverse Effect; (g) promptly following the execution and delivery thereof, copies of any amendment, modification, waiver or other change to the Revolving Loan Documents, together with a certificate of a Responsible Officer certifying that such copies are true, correct and complete as of the date of delivery; (h) promptly following the furnishing or receipt thereof, copies of any default notices under the Revolving Loan Documents not otherwise required to be furnished to the Lenders pursuant to any other provisions of this Agreement; and (ji) as soon as possible, but in any event within five (5) days of becoming aware of any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each To the extent applicable, each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party or any of their respective Restricted Subsidiaries that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)20,000,000, (ii) seeks injunctive reliefrelief which, if granted, could reasonably be expected to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, Canadian Benefit Plan, Canadian Pension Plan, its fiduciaries or its assets with and which could reasonably be expected to result in a value in excess of $5,000,000Material Adverse Effect, (iv) alleges criminal misconduct by any Loan PartyParty or any of their respective Restricted Subsidiaries, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws and which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,00020,000,000, or (vii) involves any material product recall; (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 $2,000,000 2,500,000 or moremore per occurrence or related occurrences, whether or not covered by insurance; (ed) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in the amount of $2,500,000 or more included in the Aggregate Borrowing Base (or which would be included but for such notice) is located (which shall be delivered within two 5 Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (he) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five 5 Business Days); (if) the occurrence of any ERISA Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00010,000,000; (g) the release into the environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority and which could reasonably be expected to lead to any material Environmental Liability; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent prompt (but in any event within any time period after such Responsible Officer has such knowledge that may be specified below) written notice of the following: (a) within two (2) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the occurrence of any Default or Event of Default; (b) within two (2) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the receipt by any Loan Party or any Subsidiary of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages or any Subsidiary that, individually or in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would aggregate could reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) within two (2) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the receipt by any Loan Party or Subsidiary of any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the CollateralCollateral having an aggregate value in excess of $5,000,000, excluding from the scope of this clause (c) Permitted Encumbrances other than income tax Liens of the type referred to in clause (a)(ii) of Permitted Encumbrances to the extent exceeding $1,000,000 individually or in the aggregate; (d) within five (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of the occurrence of any loss, damage, or destruction to the Collateral having a value in the amount of $2,000,000 7,500,000 or more, whether or not covered by insurance; (e) within ten (10) Business Days after knowledge by a Responsible Officer of the Borrower Representative or any and all other Borrower of the receipt by any Loan Party or Restricted Subsidiary thereof, any default notices received under or with respect to any material leased location or material public warehouse where Collateral in the amount of $7,500,000 or more is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than promptly after knowledge by a Responsible Officer of the Borrower Representative of the occurrence of any ERISA Event or breach of any representation made in Section 3.10; (g) within five business days prior (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative of the occurrence of any default or event of default under a Specified L/C Facility or any other event that requires, or enables any issuing bank under the Specified L/C Facility to require, the effectiveness Company or any of its Subsidiaries to provide cash collateral for all or any portion of any Specified L/C Obligations; (h) within two (2) Business Days after the occurrence thereof, all material amendments to the occurrence of any default or event of default under any Permitted Term Loan Documents, Indebtedness or receipt of any notice asserting a default or event of default thereunder (together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Daysnotice); (i) (A) within five (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative (1) of the occurrence of any ERISA Event thatdefault or event of default by any Person under any Credit Card Agreement relating to Credit Cards Accounts contained in the Borrowing Base, alone (2) the establishment of, or together receipt by any Borrower of a notice of any proposed establishment of, a reserve or reserve account (or similar concept), whether in the form of an actual deposit account, book entry or otherwise, in connection with any other ERISA Events Credit Card Agreement for the purposes of securing all or any portion of any Borrower’s existing or potential obligations to the applicable credit card issuer or processor under such Credit Card Agreement, or (3) that have occurredany credit card issuer, could reasonably be expected credit card processor or debit card or mall card issuer or provider with respect to result in liability Credit Card Accounts ceases to meet the requirements of clause (f) of the Borrowers definition of “Eligible Credit Card Accounts” and their Subsidiaries (B) on and at the time of submission to the Administrative Agent of the Borrowing Base Certificate after a Responsible Officer of the Borrower Representative has knowledge that any Borrower has entered into a material amendment, waiver or other modification of a Credit Card Agreement applicable to any Credit Card Account included in an aggregate amount exceeding the Borrowing Base; (j) within five (5) Business Days after knowledge by a Responsible Officer of the Borrower Representative of the filing of any Lien with respect to any delinquent Taxes in excess of $2,000,0002,500,000; and (jk) promptly after knowledge by a Responsible Officer of the Borrower Representative or any other Borrower of any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower 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 Representative 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) any actual knowledge of the Loan Parties of, or any receipt of any notice of of, any governmental investigation or any litigation litigation, arbitration or administrative proceeding (each, an “Action”) commenced or or, to the knowledge of any Loan Party, threatened against any Loan Party or any of its Restricted Subsidiaries that (i) seeks damages in excess of $5,000,000 25,000,000 (and provided that there is a reasonable likelihood that damages in excess of $25,000,000 shall be awarded in connection with such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservationAction), (ii) seeks injunctive reliefrelief (provided that there is a reasonable likelihood that such injunctive relief shall be granted and, if so granted, such injunctive relief would be reasonably likely to have a Material Adverse Effect on the Borrowers’ ability to perform their obligations under the Loan Documents or would have a Material Adverse Effect on the Collateral), (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with (provided that such Action has a value reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $5,000,00025,000,000), (iv) alleges criminal misconduct by any Loan PartyParty or any of its Restricted Subsidiaries (provided that such criminal misconduct would be reasonably likely to result in a Material Adverse Effect), (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which (provided that such Action has a reasonable likelihood of success and seeks damages, or would reasonably be expected to have a Material Adverse Effectresult in liabilities, in excess of $25,000,000), (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,00025,000,000, or (vii) involves any material product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; provided that such claim or assertion has a reasonable likelihood of success; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 25,000,000 or moremore per occurrence or related occurrences, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral with a fair market value in excess of $25,000,000 is located (which shall be delivered within two 10 Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events or breaches of such representations and warranties that have occurred, could reasonably be expected to result in liability of the Borrowers Loan Parties and their Subsidiaries Restricted Subsidiaries, whether directly or by virtue of their affiliate with any ERISA Affiliate, in an aggregate amount exceeding $2,000,000; and25,000,000; (jg) the release into the environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority and which could reasonably be expected to lead to any material Environmental Liability; (h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (i) any 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 the Patriot Act and the Beneficial Ownership Regulation. Each notice delivered under this Section shall be accompanied by a statement of a 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower or any litigation of its Affiliates, other than disputes in the ordinary course of business or, whether or proceeding commenced not in the ordinary of business, disputes involving amounts exceeding $40,000,000 (excluding, however, any actions relating to workers’ compensation claims or threatened against any Loan Party that (i) seeks damages in excess negligence claims relating to use of $5,000,000 (and such damages are not motor vehicles, if fully covered by insurance with respect to which the insurer has accepted coverage in writing insurance, subject to reservationdeductibles), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Borrower and their Subsidiaries any of its ERISA Affiliates in an aggregate amount exceeding $2,000,00060,000,000; (d) the assertion of any claim with respect to any Environmental Liability by any Person against, or with respect to the activities of, the Borrower or any other Group Member and any alleged violation of or non‑compliance with any Environmental Laws or any permits, licenses or authorizations, other than any such claim, alleged violation or non-compliance that, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the Group Members in an aggregate amount exceeding $25,000,000; (e) within five days thereof (or such earlier time as set forth in Section 5.4 of the Guarantee and Collateral Agreement), any change in (i) any Loan Party’s corporate name, (ii) any Loan Party’s corporate structure, (iii) any Loan Party’s jurisdiction of organization or (iv) the organization identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or permit any of the Loan Parties to effect any change referred to in this Section 6.02(e) unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Documents); and (jf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) the occurrence of any default, event of default or termination event under any Related Agreement; (c) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (cd) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (de) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 250,000 with respect to ABL Priority Collateral or any owned real property or $500,000 with respect to any other Collateral or more, whether or not covered by insurance; (ef) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendmentlocated; (g) all amendments to the Revolving Loan Documents and all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documentsany other Related Document, in each case together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,000500,000; and (ji) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent 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; (b) receipt of any written notice of any governmental 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 (10,000,000 and such damages are to the extent the Loan Parties reasonably expect that it will not be covered by independent third-party insurance with respect as to which the insurer has accepted coverage in writing subject to reservation)is rated at least A- by A.M. Best Company, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $7,500,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any recall of a product recallmanufactured or sold by a Loan Party; (c) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral Collateral, individually or in the aggregate, in the amount of $2,000,000 7,500,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received by any Loan Party or any Subsidiary under or with respect to any material leased location or material public warehouse where Collateral with a value, individually or in the aggregate, in excess of $7,500,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsor terminations of any Material Indebtedness, if any, together with a copy of each such amendmentamendment or termination; (g) all material amendments any casualty or other insured damage to any portion of the Petro Acquisition Purchase Agreement and Collateral or commencement of any action or proceeding for the Recapitalization Documentstaking of any portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, together with a copy in each case, in an amount, individually or in the aggregate, in excess of each such amendment$7,500,000; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,0007,500,000; (i) any other development that results, or would reasonably be expected to result, in a Material Adverse Effect; and (j) any other development Financial Officer obtaining actual knowledge of any change in the information provided in the Beneficial Ownership Certification (if any) delivered to a Lender that results in, or could reasonably be expected would result in a change to result in, a Material Adverse Effectthe list of beneficial owners identified in such certification. Each notice delivered under this Section 5.02 (except for clause (f) of this Section 5.02) shall (i) be in writing and (ii) be accompanied by a statement of a Financial Officer of the Borrower 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 theretothereto as of the time of such notice.

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent Lender prompt written notice of the following: (a) all existing and all threatened litigation, claims, investigations, administrative proceedings and similar actions in excess of $100,000; (b) any changes in applicable law affecting any Loan Party or any other development which could have a Material Adverse Effect on such Loan Party’s business, assets, affairs, prospects or financial condition; (c) the occurrence of any Default; ; (bd) receipt the institution of steps by a Loan Party to withdraw from, or the institution of any notice of steps to terminate, any governmental investigation or any litigation or proceeding commenced or threatened against employee benefit plan as to which such Loan Party may have liability; (e) the violation by any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any environmental law regarding, or action against a Loan Party that seeks remedies in connection with, to impose any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, material environmental liability; (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (df) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 100,000 or more, whether or not covered by insurance; ; (eg) within two Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral valued in excess of $100,000 is located located; (which shall be delivered within two Business Days after receipt thereof); h) any Lien (fother than Permitted Liens) no later than five business days prior to or claim made or asserted against any of the effectiveness thereof, Collateral valued in excess of $100,000; (i) all material amendments to the Term Loan Documentsany Material Agreement, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (j) any material change in accounting or financial reporting practices by any Borrower or any Subsidiary; (k) any changes to its charter, articles or certificate of incorporation or organization, by-laws, operating, management or partnership agreement or other development organizational or governing documents, and (l) any change in the information provided in the Beneficial Ownership Certification delivered to Lender that results in, or could reasonably be expected would result in a change to result in, a Material Adverse Effectthe list of beneficial owners identified in such certification. Each notice delivered under this Section shall be accompanied by a statement of a 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 To the extent that an Authorized Officer of the Borrower Representative has actual knowledge thereof, the Borrower will furnish to the Administrative Agent (for distribution to the Lenders in accordance with the last paragraph of Section 5.01) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) any actual knowledge of the Loan Parties of, or any receipt of any notice of of, any governmental investigation or any litigation litigation, arbitration or administrative proceeding (each, an “Action”) commenced or or, to the knowledge of any Loan Party, threatened against the Borrower or any Loan Party that of its Restricted Subsidiaries (i) that seeks damages in excess of $5,000,000 75,000,000 (and provided that there is a reasonable likelihood that damages in excess of $75,000,000 shall be awarded in connection with such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservationAction), (ii) that seeks injunctive reliefrelief (provided that there is a reasonable likelihood that such injunctive relief shall be granted and, if so granted, such injunctive relief would be reasonably likely to have a Material Adverse Effect on any Loan Party’s ability to perform its obligations under the Loan Documents or would have a Material Adverse Effect on the Collateral), (iii) that is asserted or instituted against any Plan, its fiduciaries or its assets with (provided that such Action has a value reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $5,000,00075,000,000), (iv) that alleges criminal misconduct by any Loan PartyParty or any of its Subsidiaries (provided that such criminal misconduct would be reasonably likely to result in a Material Adverse Effect), (v) that alleges the violation of any law regarding, or seeks remedies in connection with, with any Environmental Laws which Liabilities (provided that such Action has a reasonable likelihood of success and seeks damages, or would reasonably be expected to have a Material Adverse Effectresult in liabilities, in excess of $75,000,000) or (vi) by the Borrower or any Restricted Subsidiary that contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall75,000,000; (c) any Lien (other than a Permitted EncumbrancesLien) or claim made or asserted against any of the Collateral; provided that such claim or assertion has a reasonable likelihood of success and would reasonably be expected to result in a Material Adverse Effect; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 75,000,000 or moremore per occurrence or related occurrences, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral with a fair market value in excess of $75,000,000 is located (which shall be delivered within two 10 Business Days after an Authorized Officer of the Borrower obtains knowledge of the receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events or breaches of such representations and warranties that have occurred, could reasonably be expected to result in liability of the Borrowers Loan Parties and their Subsidiaries Subsidiaries, whether directly or by virtue of their affiliation with any ERISA Affiliate, in an aggregate amount exceeding $2,000,00075,000,000; (g) the Release of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority and which would reasonably be expected to result in any Material Adverse Effect; and (jh) 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 5.02 shall be accompanied by a statement of a Financial an Authorized 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 Representative will furnish promptly notify Agent (with reasonably prompt further notification from Agent to the Administrative Agent prompt written notice of the following: Lenders) in writing of: (a) the occurrence of any Default or Event of Default; ; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Debt Investment Obligor Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien matter that has, or could reasonably be expected to have, a Material Adverse Effect; (other than Permitted Encumbrancesd) any default under, a Material Contract or claim made or asserted against any with respect to Material Indebtedness of the Collateral; Credit Parties thereof; (de) any material dispute, litigation, investigation, proceeding or suspension between the Credit Parties and any Governmental Authority or the commencement of, or any material development in, any litigation or proceeding affecting the Credit Parties, including pursuant to any applicable Environmental Laws; (f) the occurrence of any ERISA Event; (g) any material change in accounting policies or financial reporting practices of the Credit Parties or any Debt Investment Obligor; (h) any change in Xxxxxx Group or Borrower’s senior executive officers; (i) the discharge by Borrower of their independent accountants or any withdrawal or resignation by such accountants; (j) any collective bargaining agreement or other labor contract to which the Credit Parties become a party, or the application for the certification of a collective bargaining agent; (k) the filing of any Lien for unpaid Taxes against the Credit Parties; (l) any loss, damage, or destruction to to, or commencement of any action or proceeding for the Collateral in the amount taking under eminent domain, condemnation or similar proceeding, of $2,000,000 or moreCollateral, whether or not covered by insurance; ; and (em) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days transaction occurring after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); Closing Date consisting of: (i) the occurrence entry into a Material Contract, (ii) the incurrence of Material Indebtedness, (iii) the voluntary or involuntary grant of any ERISA Event Lien other than a Permitted Lien upon any property of the Credit Parties; (iv) the making of any Permitted Investments, notify Agent at the same time as the next Borrowing Base Certificate to be delivered to Agent); provided, that, alone each such notice under these clauses (i), (ii), (iii) (as to a voluntary grant), or (iv) shall be received by Agent not less than five (5) Business Days prior thereto, together with any such other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effectinformation with respect thereto as Agent may request. Each notice delivered under pursuant to this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice occurrence referred to therein and any stating what action Borrower has taken or proposed and proposes to be taken take with respect thereto.

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent prompt Lender written notice of the following:following reasonably promptly after any officer of the General Partner becomes aware thereof (but in any event within any time period that may be specified below): (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, Laws; (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000500,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances or Liens permitted by Section 6.02 which do not have priority over Lender’s Liens) or claim made or asserted against any of the CollateralCollateral for an amount in excess of $1,000,000; (d) any one event resulting in any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) within two Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral having a value greater than $1,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsany agreement listed on Schedule 3.12, together with a copy of each such amendment; (g) all material amendments to within two Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers and their its Subsidiaries in an aggregate amount exceeding $2,000,0001,000,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Company will furnish to the Administrative Subordinated Collateral Agent and each holder of the Subordinated Notes prompt written notice of the following: (ai) the occurrence of any Default or Event of Default; (bii) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party Obligor that (ia) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)2,500,000, (iib) seeks injunctive relief, (iiic) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (ivd) alleges criminal misconduct by any Loan PartyObligor, (ve) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vif) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0002,500,000, or (viig) involves any product recall; (ciii) any Lien (other than Permitted EncumbrancesLiens or Liens permitted under paragraph 6A) or claim made or asserted against any of the Collateral; (div) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 2,500,000 or more, whether or not covered by insurance; (ev) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (fvi) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment[Intentionally Omitted]; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (hvii) the fact that a Loan Party an Obligor has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater Person other than $5,000,000a Bank or the Bank Agent, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (iviii) 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 Borrowers Company and their its Subsidiaries in an aggregate amount exceeding $2,000,000; and2,500,000; (jix) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (x) promptly upon, and in any event not later than the next Business Day after, receipt thereof, a copy of any notice received from the Bank Agent or any holder of Senior Debt that any default or event of default under the Credit Agreement has occurred or any notice of any acceleration of any Senior Debt; (xi) simultaneously with the transmission thereof, copies of all notices, reports, financial statements or other communications given to the Bank Agent or any holder of Senior Debt under the Credit Agreement, excluding routine borrowing requests; and (xii) with reasonable promptness, such other information as the Subordinated Collateral Agent may reasonably request. Each notice delivered under this Section paragraph shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative 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. 1.4 Paragraphs 5R and 5S are hereby deleted in their entirety. 1.5 Paragraph 6 of the Purchase Agreement and all Schedules referenced therein are amended and restated in their entirety as set forth in Exhibit 1 hereto. 1.6 Paragraph 7A of the Purchase Agreement is amended and restated in its entirety as set forth in Exhibit 2 hereto. 1.7 Paragraph 8Q of the Purchase Agreement is amended and restated in its entirety as follows:

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent 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; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) is commenced by the Securities and Exchange Commission, (vi) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, Laws; (vivii) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0001,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances or Liens permitted under Section 6.02) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral with a value in excess of $1,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan DocumentsSpecified Agreements, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,0001,000,000; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (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 $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where any Borrowing Base assets or other material Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to within two (2) Business Days after the effectiveness occurrence thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ig) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000; and1,000,000; (h) any material change in accounting or financial reporting practices by any Borrower or any Subsidiary; (i) any change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of any Loan Party on a “Credit Watch” or “WatchList” or any similar list, in each case with negative implications, or the cessation by a credit rating agency of, or its intent to cease, rating such Loan Party’s debt; (j) any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect; and (k) 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 shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent prompt written notice of any of the followingfollowing of which any Borrower acquires knowledge: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectwith damages in excess of $5,000,000, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall5,000,000; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the CollateralCollateral in an amount in excess of $500,000; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or moremore per occurrence, whether or not covered by insuranceinsurance (for the avoidance of any doubt, this provision excludes workers compensation, auto and general liability claims); (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ig) 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 Borrowers any Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,0002,500,000; and (jh) 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 (other than notices under clause (f) unless reasonably requested by the Administrative Agent) shall be accompanied by a statement of a Financial Officer or other executive officer of the Administrative 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 Representative Borrowers will furnish to the Administrative Agent prompt Agent, as soon as possible and in any event within three Business Days, written notice of the following: (a) the occurrence of any Default; (b) any Responsible Officer of any Borrower having actual knowledge of any written assertion by the holder of any Indebtedness of any Loan Party in excess of $5,000,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) any Responsible Officer of any Borrower becoming aware of receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value assets, which asserts or could result in damages, costs or liabilities of any Loan Party in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws Laws, which would reasonably be expected to have a Material Adverse Effectasserts or could result in damages, (vi) contests costs or liabilities of any tax, fee, assessment, or other governmental charge Loan Party in excess of $10,000,0005,000,000; (vi) involves any product recall, or (vii) involves alleges the material violation of, or seeks remedies or threatens enforcement action in connection with, the Food, Drug and Cosmetic Act, or any product recall; (c) law, regulation, or order administered by the FDA, including any Lien (other than Permitted Encumbrances) warning letter or claim made or asserted against any of untitled letter issued by the CollateralFDA; (d) any Responsible Officer of any Borrower becoming aware of any loss, damage, or destruction to the Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (e) any and all Responsible Officer of any Borrower becoming aware of any default notices received under or with respect to any material leased location or material public warehouse where Collateral valued in excess of $5,000,000 is located (which shall be delivered within two Business Days after receipt thereof), which default notices could reasonably be expected to have an adverse impact on any such Collateral, the interests therein of the Administrative Agent on behalf of the Secured Parties, or the value thereof; (f) no later than five business days prior to the effectiveness thereofany Responsible Officer of any Borrower becoming aware of any pending or threatened strike, all material amendments to the Term Loan Documentswork stoppage, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documentsunfair labor practice claim, together with a copy of each such amendment; (h) the fact that a or other labor dispute affecting any Loan Party has entered into in a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (manner which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000have a Material Adverse Effect; and (jg) any Responsible Officer of any Borrower 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 5.02 shall be accompanied by a statement of the Administrative Borrower executed by a Financial Responsible 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 Representative will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) the occurrence of any default, event of default or termination event under any Related Agreement; (c) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (cd) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (de) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 250,000 with respect to ABL Priority Collateral or $500,000 with respect to any other Collateral or more, whether or not covered by insurance; (ef) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendmentlocated; (g) all amendments to the Term Loan Documents and all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization DocumentsRelated Document, in each case together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,000250,000; and (ji) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent (which shall post such notices to the other Lender Parties) prompt written notice, accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable detail the nature of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto, of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages could reasonably be expected to result in excess of $5,000,000 a Material Adverse Effect (and including any such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), litigation or proceeding (iiA) seeks seeking injunctive relief, relief or (iiiB) that is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, assets) or (ivii) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, Company or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recallthe Subsidiaries; (c) any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any of the CollateralCollateral in the amount of $25,000,000 or more; (d) any loss, damage, destruction or destruction to other casualty event involving the Collateral in the amount of $2,000,000 25,000,000 or more, whether or not covered by insurance; (e) any and all written notices of default notices received by the Company or the Subsidiaries under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)with a fair market value in excess of $25,000,000; (f) no later than five business days prior to the effectiveness thereofextent not provided pursuant to Section 5.01(i), all (i) amendments to the Mexican Credit Facility to the extent the aggregate outstanding principal balance under the Mexican Credit Facility is in excess of $25,000,000 at such time, and (ii) material amendments to the Term Loan DocumentsMaterial Agreements, together with a copy of each such amendment; (g) all material amendments concurrently with the delivery of each Borrowing Base Certificate pursuant to Section 5.01(f), a xxxx-to-market reconciliation with respect to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendmentSwap Obligations that constitute Secured Obligations; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00025,000,000, any such notice to be delivered concurrently with the delivery of a Compliance Certificate under Section 5.01(c); (i) receipt by the Loan Parties of any notice or notices (or amendment to any previous notice) under PACA, PSA or other similar Requirements of Law (in each case, other than any such notice consisting solely of a provision in the applicable invoice relating thereto reserving a seller’s rights under such acts), in respect of claims in an aggregate amount at any one time outstanding for all such notices of $25,000,000 or more, to preserve the benefits of any trust applicable to any assets of any Loan Party under the provisions of PACA, PSA or other similar Requirements of Law (and the Loan Parties shall provide, or shall cause to be provided, promptly to the Administrative Agent a true, correct and complete copy of such notice or notices (or amendment), as the case may be, and other information delivered in connection therewith), any such notice to be delivered concurrently with the delivery of a Compliance Certificate under Section 5.01(c); (j) any change in respect of the Disclosed Matters that could reasonably be expected to result in a Material Adverse Effect; (k) the occurrence of any event described in Section 3.07(b) or 3.07(c), in each case as and when any such notice is required to be delivered pursuant to each Section; (l) concurrently with the delivery of each Compliance Certificate pursuant to Section 5.01(c), the assertion of any claim pursuant to applicable Environmental Law, including alleged violations of or non-compliance with permits, licenses or other authorizations issued pursuant to applicable Environmental Law by any Person against, or with respect to the activities of, any Loan Party that would (either individually or in the aggregate) reasonably be expected to result in a material Environmental Liability; and (jm) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any written notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)2,500,000, (ii) seeks injunctive reliefrelief that could reasonably be expected to be granted and, if granted, could reasonably be expected to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the any material violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose any material Environmental Liability, (vi) contests asserts liability on the part of any taxLoan Party or any Subsidiary in excess of $1,000,000 in respect of any tax (other than taxes that are not past due and are payable in the ordinary course of business), fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any material product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any Collateral in the amount of the Collateral$1,000,000 or more; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to any agreement relating to Material Indebtedness of the Term Loan DocumentsParties, Credit Card Agreements or material vendor contracts, together with a copy of each such amendment; (g) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000; and1,000,000; (i) any material change in accounting or financial reporting practices by any Borrower or any Subsidiary; (j) any change from Borrower’s practice as of the Effective Date of reporting revenues of the Company and its Subsidiaries solely at the Company level; (k) any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect; and (l) 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 shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)20,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets with a value an amount in excess of $5,000,00010,000,000, (iviii) alleges criminal misconduct by any Loan Party, (viv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $20,000,000, or (viv) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall5,000,000; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against any Collateral having a value in excess of the Collateral$5,000,000; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral having a value in excess of $2,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsand any documents evidencing any Material Indebtedness, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00010,000,000; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default hereunder or any “Default” under, and as defined in, the ABL Documents; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding Proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, or (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recallcharge; (c) any filing by a Governmental Authority with respect to a Lien imposed by law for Taxes in excess of $50,000 that are past due and payable (other than Permitted Encumbrancesunless being contested in compliance with Section 5.04) or claim made or asserted against receipt of any other written notice claiming a Lien arising by operation of law that may obtain priority over the Lien in favor of the CollateralAdministrative Agent by operation of law; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in the amount of $500,000 or more is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan ABL Documents, together with a copy of each such amendment; (g) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000; and1,000,000; (ji) within five (5) Business Days after any Loan Party obtains knowledge of any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect; and (j) within five (5) Business Days after 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 5.02 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Credit Agreement” and (iii) shall be accompanied by a statement of a Financial Responsible 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 Representative Borrowers and Holdings will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of (i) any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (iA) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)15,000,000, (iiB) seeks material injunctive relief, or (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (ivC) alleges criminal misconduct by any Loan Party, or (vii) alleges the violation receipt of any law regarding, notice of any governmental investigation or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have litigation or proceeding commenced or threatened by a Material Adverse Effect, (vi) contests Governmental Authority against any Loan Party that alleges any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens permitted under Section 6.02(l) and (k)) or claim made or asserted against any Inventory or Accounts of the Collateralany Loan Party; (d) any loss, damage, or destruction to the Collateral Inventory in the amount of $2,000,000 15,000,000 or more (or other Collateral in an amount of $25,000,000 or more), whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral Inventory with a fair market value exceeding $5,000,000 is located (which shall be delivered within two Business Days after receipt thereof)alleging non-payment of rent or other amounts due in excess of three months’ rent to the relevant landlord or warehouseman or any other material default; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a entry by any Loan Party has entered into a Swap Agreement Agreement, agreement to provide Banking Services or amendment thereto with a Lender or Lead Arranger or an amendment Affiliate of a Lender or Lead Arranger that is intended to a Swap Agreement with a notional amount greater than $5,000,000be secured by the Collateral, together with copies of all agreements evidencing such Swap Agreement Agreement, agreement to provide Banking Services or amendments amendment thereto (which shall be delivered within five ten (10) Business DaysDays of entry into such Swap Agreement, agreement to provide Banking Services or amendment thereto); (ig) 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 Borrowers and their the Restricted Subsidiaries in an aggregate amount exceeding $2,000,00020,000,000; and (jh) 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 shall be accompanied by a statement of a 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. The Administrative Agent will promptly forward all notices received by it from the Loan Parties under this Section 5.02 to each of the Lenders, which communication may be made by delivery of hard copies, email or posting the information to an intranet or internet site or other electronic communication methods adopted by the Administrative Agent, and will provide notice to each such Lender of the posting of any such intranet, internet or other electronic communication.

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent Lender prompt (but in any event within three Business Days after any Loan Party obtains knowledge thereof) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection with, under any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests 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 in excess of $10,000,000charge, or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000500,000; (d) any Loan Party entering into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendment; (e) the receipt of any written allegation of any material licensure violations or fraudulent acts or omissions involving any Loan Party or any Subsidiary of any Loan Party; (f) any pending or threatened (in writing) revocation, suspension, termination, probation, restriction, limitation, denial, or non-renewal with respect to any material Health Care Permit, Government Reimbursement Program or Third Party Payor Arrangement; (g) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative 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 Borrowers will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)50,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets with a value an amount in excess of $5,000,00050,000,000, (iviii) alleges criminal misconduct by any Loan Party, (viv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $50,000,000, or (viv) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall50,000,000; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against ABL Priority Collateral having a value in excess of $50,000,000, upon any Loan Party’s knowledge of the Collateralsuch Lien or claim; (d) any loss, damage, or destruction to the ABL Priority Collateral in the amount of $2,000,000 50,000,000 or more, whether or not covered by insurance; (e) any and all default notices in writing received under or with respect to any material leased location or material public warehouse where ABL Priority Collateral having a value in excess of $50,000,000 is located (which shall be delivered within two Business Days after receipt thereof);located; US-DOCS\114000287.20119598083.7 (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00050,000,000; and (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice Information required to be delivered under this pursuant to Section 5.01 or Section 5.02 (to the extent any such information is included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be accompanied deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by a statement of a Financial Officer the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or other executive officer of any Lender through the Administrative Agent) to the Borrower Representative, the Borrower Representative setting forth shall deliver paper copies of such documents to the details Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower Representative shall notify the Administrative Agent and each Lender (by fax or through Electronic Systems) of the posting of any such documents and provide to the Administrative Agent through Electronic Systems electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or development requiring requesting delivery of paper copies of such notice documents to it and maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on the Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any action taken or proposed of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Loan Party Materials “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties for purposes of United States federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute “Information” (as defined in Section 9.12), they shall be treated as set forth in Section 9.12); (y) all Loan Party Materials marked “PUBLIC” are permitted to be taken with respect theretomade available through a portion of the Electronic System designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Investor.”

Notices of Material Events. The Borrower Representative Loan Parties will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the assertion by the holder of any Indebtedness of any Loan Party in excess of $100,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that that: (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 100,000; (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges or the violation of any law regardingby any Loan Party or involves any product recall, or seeks remedies in connection witheach case which, any Environmental Laws which would if adversely determined, could reasonably be expected to have a Material Adverse Effect; or (iii) alleges that the use by any Loan Party of any patent, trademark, Domain Name or Website infringes upon the rights of any Person or otherwise challenges any Loan Party’s claim of ownership in or right to use any Website or Domain Name, any Loan Party’s right to register any Website or Domain Name owned by the Loan Parties, or its right to keep and maintain such registration in full force and effect; (vid) contests any Lien (other than Permitted Encumbrances and Liens permitted under Section 8.02(f)) securing a claim or claims made or asserted against any of the Collateral; (e) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall100,000; (cf) the opening of any Lien (new Deposit Account by any Loan Party with any bank or other than Permitted Encumbrances) or claim made or asserted against any of the Collateralfinancial institution; (dg) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 100,000 or more, whether or not covered by insurance; (eh) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such accountants; (i) any and all default notices sent or received under or with respect to (i) any material leased location or material (ii) public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (fj) no later than five business days prior to the effectiveness thereof, all material amendments to the Term any lease with respect to real property leased by any Loan DocumentsParty, together with a copy of each such amendment; (gk) all material amendments promptly after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Borrower or any of their Subsidiaries in a manner which could reasonably be expected to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with have a copy of each such amendmentMaterial Adverse Effect; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (il) the occurrence of any ERISA Event or underfunding of any Non-U.S. Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of for the Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding greater than $2,000,000100,000; and (jm) (i) the occurrence of unpermitted Releases of Hazardous Material of which any Loan Party is aware, (ii) the receipt by any Loan Party of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (i), (ii) and (iii) (and, in the case of clause (iii), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $100,000; (n) any change in any of the Loan Parties’ Domain Names which would be reasonably expected to result in a Material Adverse Effect or any cancellation, lapse, termination or transfer of any Domain Name of any Loan Party; and (o) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 7.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Administrative 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 Representative Borrowers will furnish to the Administrative Agent prompt (for delivery to each Lender) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any governmental or other litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages if adversely determined, could reasonably be expected to result in liability in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)30,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Pension Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectresult in liabilities or costs in excess of $30,000,000, (vi) contests any tax, fee, assessment, assessment or other governmental charge in excess of $10,000,000, 30,000,000 or (vii) involves any material product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against any material portion of the Collateral; (d) any loss, damage, damage or destruction to the Collateral in the amount of $2,000,000 30,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to (i) the Indenture or (ii) any material actual knowledge of a Financial Officer of any leased location or material public warehouse where Collateral with a cost in excess of $5,000,000 is located (which shall be delivered within two Business Days after receipt thereof);; Table of Contents (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan DocumentsIndenture, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) any actual knowledge of a Financial Officer of the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00030,000,000; (i) any amendment, modification or waiver of or with respect to any licensing agreement pursuant to which any Eligible Licensee Receivable is subject if the foregoing would reasonably be expected to reduce the amounts paid, or postpone the date of any payment of any such Eligible Licensee Receivable; and (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth in reasonable detail the details nature 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 Loan Parties will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) within five (5) Business Days after any Authorized Officer of a Loan Party knows of the occurrence of any a Default, the occurrence of such Default if and to the extent then continuing; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party that or any Affiliate thereof in which the amount involved (i) seeks damages in excess of $5,000,000 (and such damages are not covered by an unaffiliated insurance with respect to which the insurer carrier that has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iiinot denied coverage) is asserted or instituted against any Plangreater than $10,000,000 and that, its fiduciaries or its assets with a value in excess of $5,000,000if adversely determined, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 5,000,000 or more, whether or which is not covered by insurance; (ed) within five (5) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)having an aggregate value exceeding $5,000,000; (fe) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan DocumentsAgreement, together with a copy of each such amendment; (gf) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ig) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000a Material Adverse Effect; and (jh) within ten (10) days after receipt thereof, copies of any other development that results in, or could reasonably be expected Form FDA-483 and all responses to result in, a Material Adverse EffectForm FDA-483 observations. Each notice delivered under this Section shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon a Loan Party obtaining knowledge thereof, the occurrence of any Default; (b) receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that (i) seeks such Loan Party reasonably expects to result in uninsured damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks such Loan Party reasonably expects to result in injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0001,000,000, or (vii) involves any material product recall; (c) upon a Loan Party obtaining knowledge thereof, any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof, any and all payment default notices and any material default notices received under or with respect to any material leased location or material public warehouse where Collateral in excess of $250,000 is located located; (which shall be delivered f) [Intentionally Omitted]; (g) within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness occurrence thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000500,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.; and (j) any change in the information provided in any 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 shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) within five (5) Business Days after an executive officer of any Loan Party has actual knowledge thereof, the occurrence existence of any Default, Event of Default or other event that has had a Material Adverse Effect, which notice, if given telephonically, shall be promptly confirmed in writing on the next Business Day; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)2,000,000, (ii) seeks injunctive reliefrelief which if granted would reasonably be expected to result in lost revenue in excess of $2,000,000, (iii) is asserted or instituted against any Plan or Canadian Pension Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $2,000,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recallrecall which is reasonably be expected to result in lost revenue in excess of $2,000,000; (c) within five (5) Business Days after an executive officer of any Loan Party has actual knowledge thereof, any Lien (other than Permitted Encumbrances) or written claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) within five (5) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral with value in excess of $2,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than within five business days prior to (5) Business Days after the effectiveness occurrence thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with (if requested by the Administrative Agent) copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days);amendment; and (ig) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Each Loan Party will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)100,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the material violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000100,000, or (vii) involves any product recall; (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 $2,000,000 100,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsany real estate lease or other material agreements, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (h) the following events, as soon as possible and in any event within 30 days after the Borrower or a Commonly Controlled Entity knows thereof: (i) the occurrence of any ERISA Reportable Event thatnot set forth on Schedule 3.10 with respect to any Plan (other than a Multiemployer Plan), alone a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or together with a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other ERISA Events that have occurredaction by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, could reasonably be expected to result in liability of or the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; andtermination, Reorganization or Insolvency of, any Plan; (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)750,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000750,000, or (vii) involves any product recall; (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 $2,000,000 750,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two (2) Business Days after receipt thereof); (f) no later than five business days prior (i) each Material Agreement entered into after the Effective Date, together with a copy of each such Material Agreement, and (ii) each amendment to the effectiveness thereof, all material amendments to agreements on Schedule 3.12 or any other Material Agreement entered into after the Term Loan DocumentsEffective Date, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days); (ih) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000750,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent (for further distribution to each Lender) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) any actual knowledge of the Loan Parties of, or any receipt of any notice of of, any governmental investigation or any litigation litigation, arbitration or administrative proceeding (each, an “Action”) commenced or or, to the knowledge of any Loan Party, threatened against any Loan Party or any of its Restricted Subsidiaries that (i) seeks damages in excess of $5,000,000 50,000,000 (and provided that there is a reasonable likelihood that damages in excess of $50,000,000 shall be awarded in connection with such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservationAction), (ii) seeks injunctive reliefrelief (provided that there is a reasonable likelihood that such injunctive relief shall be granted and, if so granted, such injunctive relief would be reasonably likely to have a Material Adverse Effect on the Borrower’s ability to perform their obligations under the Loan Documents or would have a Material Adverse Effect on the Collateral), (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with (provided that such Action has a value reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $5,000,00050,000,000), (iv) alleges criminal misconduct by any Loan PartyParty or any of its Restricted Subsidiaries (provided that such criminal misconduct would be reasonably likely to result in a Material Adverse Effect), (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which (provided that such Action has a reasonable likelihood of success and seeks damages, or would reasonably be expected to have a Material Adverse Effectresult in liabilities, in excess of $50,000,000), (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,00050,000,000, or (vii) involves any material product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral[reserved]; (d) any losseach year, damageat the time of delivery of annual financial statements pursuant to Section 5.01(a), or destruction the Borrower shall deliver to the Collateral Administrative Agent a certificate executed by a Responsible Officer of the Borrower setting forth any changes in the amount information required pursuant to the Perfection Certificate (other than Section 9 thereof, as to which no updates shall be required) or confirming that there has been no change in such information since the date of $2,000,000 the Perfection Certificate delivered on the Closing Date or more, whether or not covered by insurancethe date of the most recent certificate delivered pursuant to this Section; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)[reserved]; (f) no later than five business days prior if the Borrower has previously provided a Beneficial Ownership Certification to any Lender in connection with this Agreement, any change in the information provided in such Beneficial Ownership Certification that would result in a change to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy list of each beneficial owners identified in such amendmentcertification; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event, Foreign Plan Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events, Foreign Plan Events or breaches of such representations and warranties that have occurred, could would reasonably be expected to result in liability of the Borrowers Loan Parties and their Subsidiaries Restricted Subsidiaries, whether directly or by virtue of their affiliation with any ERISA Affiliate, in an aggregate amount exceeding $2,000,000; and50,000,000; (jh) [reserved]; (i) 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 shall be accompanied by a statement of a Financial Responsible 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 Representative Company will furnish to the Administrative Agent prompt (for distribution to each Lender) written notice of the following, promptly after a Responsible Officer of the Company obtains actual knowledge thereof: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Company or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)Subsidiary thereof that, (ii) seeks injunctive reliefif adversely determined, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 7,500,000 or more, whether or not covered by insurance; (ed) any and all default notices received under or with respect to any material leased location or material public warehouse where Inventory constituting Collateral with a value in excess of $2,500,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (fe) no later than five business days prior to the effectiveness thereof, all material amendments to the theany Term Loan DocumentsLoanLoans/Notes Agreement, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (if) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000a Material Adverse Effect; and (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower 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, quarterly, current or other reports containing such information, is (i) filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted on xxx.xxxxxxxxxxxx.xxx or at another website identified in a notice from the Company and accessible by the Lenders without charge; or (iii) posted on the Company’s 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). Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 ABL First Priority Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (ed) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material location, public warehouse or third party processor where Inventory constituting Collateral with a value in excess of $5,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (fe) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan DocumentsFacility, together with a copy of each such amendment; (gf) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than of $5,000,0005,000,000 or more or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ig) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000a Material Adverse Effect; and (jh) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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) 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, (ii) posted or the Borrower provides a link thereto on hxxx://xxx.xxxxx.xxx; or (iii) posted on the Borrower’s 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 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 Representative Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the assertion by the holder of any Indebtedness of any Loan Party in excess of $1,000,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that that: (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 250,000; or (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges or the violation of any law regardingby any Loan Party or involves any product recall, or seeks remedies in connection witheach case which, any Environmental Laws which would if adversely determined, could reasonably be expected to have a Material Adverse Effect, ; (vid) contests any Lien (other than Permitted Encumbrances) securing a claim or claims made or asserted against any of the Collateral; (e) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall1,000,000; (cf) the opening of any Lien (new deposit account by any Loan Party with any bank or other than Permitted Encumbrances) or claim made or asserted against any of the Collateralfinancial institution; (dg) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (eh) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such accountants; (i) any and all default notices sent or received under or with respect to (i) any material leased location or material (ii) public warehouse where Collateral included in the Borrowing Base is located (which shall be delivered within two (2) Business Days after receipt thereof);; #33621191 (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (ij) the occurrence of any ERISA Event or underfunding of any Non-U.S. Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of for the Borrowers Loan Parties and their Subsidiaries greater than $1,000,000; (k) (i) the occurrence of unpermitted Releases of Hazardous Material of which any Loan Party is aware, (ii) the receipt by any Loan Party of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in an violations of or liabilities under, any Environmental Law or (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (i), (ii) and (iii) (and, in the case of clause (iii), if adversely determined), in the aggregate amount exceeding for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $2,000,0001,000,000; (l) other than Rig Fleet Equipment damaged under normal working conditions and as a result, repaired or out for repair in the Ordinary Course of Business, the occurrence of any damage, destruction, decommissioning or sale of any Rig Fleet Equipment with a replacement value of $1,000,000 or greater; and (jm) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Administrative 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 Representative Credit Parties will furnish to the Administrative Agent, Collateral Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting Holdings or any litigation of its Affiliates, other than disputes in the ordinary course of business or, whether or proceeding commenced not in the ordinary course of business, disputes involving amounts exceeding $10,000,000 (excluding, however, any actions relating to workers’ compensation claims or threatened against any Loan Party that (i) seeks damages in excess negligence claims relating to use of $5,000,000 (and such damages are not motor vehicles, if fully covered by insurance with respect to which the insurer has accepted coverage in writing insurance, subject to reservationdeductibles), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event, or any fact or circumstance that gives rise to a reasonable expectation that any ERISA Event will occur, that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers Holdings and their Subsidiaries any of its ERISA Affiliates in an aggregate amount exceeding $2,000,00050,000,000; (d) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (e) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance; (f) any and all default notices received under or with respect to any leased location or public warehouse where Collateral with a value in excess of $1,000,000 is located (which shall be delivered within three Business Days after receipt thereof); (g) [Reserved]; (h) the fact that a Credit Party has entered into a Hedge Agreement or an amendment to a Hedge Agreement, together with copies of all agreements evidencing such Hedge Agreement or amendments thereto (which shall be delivered within three Business Days following execution and delivery thereof); (i) any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s corporate structure, (iii) in any Credit Party’s jurisdiction of organization or (iv) the organizational identification number, if any, or, with respect to any Credit Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Credit Party (and Holdings and Borrower agree not to effect or permit any change referred to in this clause 5.2(i) unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents); (j) any fact, condition, event or occurrence governed by Environmental Law or any Hazardous Materials Activity that, in any such case, could reasonably be expected to form the basis of an Environmental Claim, or the assertion in writing of any Environmental Claim, by any Person against, or with respect to the activities of, any Group Member and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any environmental claim or alleged violation that, alone or together with any other such matters that have occurred, could reasonably be expected to result in liability of the Group Members in an aggregate amount exceeding $10,000,000; and (jk) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer the chief 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 Representative Loan Parties will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the assertion by the holder of any Indebtedness of any Loan Party in excess of $100,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that that: (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 100,000; (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges or the violation of any law regardingby any Loan Party or involves any product recall, or seeks remedies in connection witheach case which, any Environmental Laws which would if adversely determined, could reasonably be expected to have a Material Adverse Effect; or (iii) alleges that the use by any Loan Party of any patent, trademark, Domain Name or Website infringes upon the rights of any Person or otherwise challenges any Loan Party’s claim of ownership in or right to use any Website or Domain Name, any Loan Party’s right to register any Website or Domain Name owned by the Loan Parties, or its right to keep and maintain such registration in full force and effect; (vid) contests any Lien (other than Permitted Encumbrances and Liens permitted under Section 6.02(f)) securing a claim or claims made or asserted against any of the Collateral; (e) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall100,000; (cf) the opening of any Lien (new Deposit Account by any Loan Party with any bank or other than Permitted Encumbrances) or claim made or asserted against any of the Collateralfinancial institution; (dg) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 100,000 or more, whether or not covered by insurance; (eh) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such accountants; (i) any and all default notices sent or received under or with respect to (i) any material leased location or material (ii) public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (fj) no later than five business days prior to the effectiveness thereof, all material amendments to the Term any lease with respect to real property leased by any Loan DocumentsParty, together with a copy of each such amendment; (gk) all material amendments promptly after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Borrower or any of their Subsidiaries in a manner which could reasonably be expected to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with have a copy of each such amendmentMaterial Adverse Effect; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (il) the occurrence of any ERISA Event or underfunding of any Non-U.S. Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of for the Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding greater than $2,000,000100,000; and (jm) (i) the occurrence of unpermitted Releases of Hazardous Material of which any Loan Party is aware, (ii) the receipt by any Loan Party of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (i), (ii) and (iii) (and, in the case of clause (iii), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $100,000; (n) any change in any of the Loan Parties’ Domain Names which would be reasonably expected to result in a Material Adverse Effect or any cancellation, lapse, termination or transfer of any Domain Name of any Loan Party; and (o) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Administrative 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing upon becoming aware thereof: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (x) in the case of Holdings, could reasonably be expected to have a Material Adverse Effect or (y) in the case of the other Loan Parties (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)500,000, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with assets, and involves a value claim in excess of $5,000,000500,000, (iv) alleges criminal misconduct by any such Loan Party, (v) alleges the violation of any material law regarding, or seeks remedies in excess of $500,000 in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000250,000, or (vii) involves any product recallrecall that could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim (other than routine claims in the ordinary course of business) made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two five Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Auburn Hills Lease, the Mexican Lease or the Ex-Im Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment;[Reserved] (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000500,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish (or cause to be furnished) to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to notice, which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial an Authorized 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 theretothereto (if any), of the following within the applicable time period set forth below: (a) within five (5) Business Days after an Obligor obtains Knowledge thereof, the occurrence of any event or condition which constitutes (i) a Default or (ii) an Event of Default; (b) within five (5) Business Days after an Obligor obtains Knowledge of the Material filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against any Obligor or any of its Subsidiaries; (c) within five (5) Business Days after an Obligor obtains Knowledge of any actual or threatened (in writing) material Environmental Claim by any Person against, or with respect to the activities of, any Obligor or any of its Subsidiaries or any of the Facilities or any material violation or alleged violation of or non-compliance with any Environmental Laws or any Governmental Approvals; (d) within five (5) Business Days after an Authorized Officer of an Obligor obtains Knowledge thereof, the existence of any material ERISA Event; (e) within five (5) Business Days after an Obligor obtains Knowledge thereof, the occurrence of, or the execution of any agreement providing for, any Change in Control or transfer of direct ownership interest in any Obligor; (f) within five (5) Business Days after an Obligor obtains Knowledge thereof, any Power Purchaser or counterparty to a Community Solar Arrangement that was an Investment Grade Offtaker becomes a Non-Investment Grade Offtaker (together with an explanation of the applicable change in circumstances if other than as a result of a ratings downgrade); and (g) within five (5) Business Days after an Obligor obtains Knowledge thereof, the occurrence of any other development that has resulted in, or such Obligor believes in good faith will result in, a Material Adverse Effect; and (h) within five (5) Business Days after determination to the extent the Borrower makes a determination with respect to whether something is or is not “Material” or has or does not have a “Material Adverse Effect”, together with relevant support for such determination.

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) upon an Authorized Officer’s knowledge thereof, the occurrence of any Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any a Loan Party or Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 25 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by any a Loan PartyParty or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectthat could individually or in the aggregate exceed the Threshold Amount, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recallthe Threshold Amount; (c) (i) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim and (ii) any claims made or asserted against any of the CollateralCollateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; (d) any loss, damage, or destruction to the Collateral in an amount in excess of the amount of $2,000,000 or moreThreshold Amount, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location (other than individual Restaurants) or material public warehouse where material Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later if at the time thereof there if more than five business days prior to the effectiveness thereofone Lender under this Agreement, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party or Subsidiary has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Lender or any Affiliate thereof, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days); (ig) 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 Borrowers and their Subsidiaries Borrower or any ERISA Affiliate in an aggregate amount exceeding $2,000,000the Threshold Amount; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice upon a Loan Party obtaining knowledge of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 1,000,000 (and such damages are not excluding any amount covered by third party insurance with respect as to which the insurer has accepted coverage in writing subject to reservationnot declined coverage), (ii) seeks injunctive reliefrelief that affects or impairs the use of any Collateral, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with involving a value claim in excess of $5,000,000500,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws and which would could reasonably be expected to have a Material Adverse Effectresult in expenditures by any Loan Party in excess of $500,000, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000500,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrancesany Lien permitted by Section 6.02 excluding paragraphs (e), (g), (h), (j) and (k) thereof) or material claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral judgment rendered against any Loan Party in the amount excess of $2,000,000 or more, whether or not covered by insurance1,000,000; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Borrowing Base Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan DocumentsMaterial Agreements, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,0001,000,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer Responsible 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 Lead Borrower Representative will furnish to the Administrative Agent Agents prompt written notice of the following: (a) the occurrence of any DefaultDefault or Event of Default specifying the nature and extent thereof, and the action (if any) which is proposed to be taken with respect thereto; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate thereof that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; anda Material Adverse Effect; (jd) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any change in any Borrower’s chief executive officer or chief financial officer; (f) any failure by the Borrowers to pay rent or other occupancy charges at twenty-five (25) or more of their locations (other than rent escalation payments that have not been invoiced and payments that are being contested by the Borrowers in good faith consistent with the Borrowers’ practices as of the Closing Date), which failure continues for more than ten (10) days (or such shorter cure period as provided in the lease for such location) following the day on which such rent first came due; (g) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such independent accountants; (h) any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent; (i) any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of eminent domain or by condemnation or similar proceeding; (j) the filing of any Liens for unpaid Taxes against any Loan Party in an amount, individually or in the aggregate, in excess of $500,000; and (k) in the event the aggregate number of store closures in any Fiscal Year exceeds (i) the number of store closures projected to occur in such Fiscal Year as set forth in the Consolidated budget for such Fiscal Year delivered by the Borrowers pursuant to Section 5.01(c) by twenty-five percent (25%) or more, or (ii) fifty (50) stores, all store closures; provided that the provisions of clause (i) above shall not be effective unless the total number of stores closed and/or in the process of being closed during such Fiscal Year exceeds twenty (20) stores. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Lead Borrower Representative 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 Representative will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 ABL First Priority Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (ed) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material location, public warehouse or third party processor where Inventory constituting Collateral with a value in excess of $5,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (fe) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan DocumentsFacility, together with a copy of each such amendment; (gf) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than of $5,000,0005,000,000 or more or an amendment thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ig) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000a Material Adverse Effect; and (jh) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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) 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, (ii) posted or the Borrower provides a link thereto on xxxx://xxx.xxxxx.xxx; or (iii) posted on the Borrower’s 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 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) upon an Authorized Officer’s knowledge thereof, the occurrence of any Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any a Loan Party or Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 40 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by any a Loan PartyParty or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectthat could individually or in the aggregate exceed the Threshold Amount, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recallthe Threshold Amount; (c) (i) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim and (ii) any claims made or asserted against any of the CollateralCollateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; (d) any loss, damage, or destruction to the Collateral in an amount in excess of the amount of $2,000,000 or moreThreshold Amount, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location (other than individual Restaurants) or material public warehouse where material Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later if at the time thereof there if more than five business days prior to the effectiveness thereofone Lender under this Agreement, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party or Subsidiary has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Lender or any Affiliate thereof, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days); (ig) 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 Borrowers and their Subsidiaries Borrower or any ERISA Affiliate in an aggregate amount exceeding $2,000,000the Threshold Amount; and and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent prompt and the Collateral Agent, as soon as possible and in any event within three Business Days, written notice of the following: (a) the occurrence of any Default; (b) any Responsible Officer of any Borrower having actual knowledge of any written assertion by the holder of any Indebtedness of any Loan Party in excess of $5,000,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) any Responsible Officer of any Borrower becoming aware of receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks material injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value assets, which asserts or could result in damages, costs or liabilities of any Loan Party in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws Laws, which would reasonably be expected to have a Material Adverse Effectasserts or could result in damages, (vi) contests costs or liabilities of any tax, fee, assessment, or other governmental charge Loan Party in excess of $10,000,0005,000,000; (vi) involves any product recall, or (vii) involves alleges the material violation of, or seeks remedies or threatens enforcement action in connection with, the Food, Drug and Cosmetic Act, or any product recall; (c) law, regulation, or order administered by the FDA, including any Lien (other than Permitted Encumbrances) warning letter or claim made or asserted against any of untitled letter issued by the CollateralFDA; (d) the opening of any new Deposit Account by any Borrower with any bank or other financial institution; (e) any Responsible Officer of any Borrower becoming aware of any loss, damage, or destruction to the Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (ef) any and all Responsible Officer of any Borrower becoming aware of any default notices received under or with respect to any material leased location or material public warehouse where Collateral included in the Borrowing Base is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior , which default notices could reasonably be expected to have an adverse impact on any such Collateral, the effectiveness interests therein of the Administrative Agent on behalf of the Secured Parties, or the value thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documentsreal estate leases of any Specified Leasehold Property, together with a copy of each such amendment; (h) the fact that a any Responsible Officer of any Borrower becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Loan Party has entered into in a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (manner which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000have a Material Adverse Effect; and (ji) any Responsible Officer of any Borrower 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 5.02 shall be accompanied by a statement of the Administrative Borrower executed by a Financial Responsible 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 Representative will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)750,000, (ii) seeks injunctive reliefrelief that could, if adversely determined, reasonably be expected to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000500,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim is made or asserted against any of the Collateral and such Lien or claim, individually or aggregated with other Liens or claims made or asserted against any of the Collateral, exceeds $500,000, whether or not covered by insurance; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in excess of $100,000 is located (which shall be delivered within two (2) Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five four (4) Business Days); (ig) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,000500,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any if an action plan is developed for such event, the action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, Laws; (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0001,000,000, or (vii) involves any product recall; (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 $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two five Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ig) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,0001,000,000; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the applicable 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 Representative Borrowers will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)50,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets with a value an amount in excess of $5,000,00050,000,000, (iviii) alleges criminal misconduct by any Loan Party, (viv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $50,000,000, or (viv) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall50,000,000; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against ABL Priority Collateral having a value in excess of $50,000,000, upon any Loan Party’s knowledge of the Collateralsuch Lien or claim; (d) any loss, damage, or destruction to the ABL Priority Collateral in the amount of $2,000,000 50,000,000 or more, whether or not covered by insurance; (e) any and all default notices in writing received under or with respect to any material leased location or material public warehouse where ABL Priority Collateral having a value in excess of $50,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00050,000,000; and (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice Information required to be delivered under this pursuant to Section 5.01 or Section 5.02 (to the extent any such information is included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be accompanied deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by a statement of a Financial Officer the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or other executive officer of any Lender through the Administrative Agent) to the Borrower Representative, the Borrower Representative setting forth shall deliver paper copies of such documents to the details Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower Representative shall notify the Administrative Agent and each Lender (by fax or through Electronic Systems) of the posting of any such documents and provide to the Administrative Agent through Electronic Systems electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or development requiring requesting delivery of paper copies of such notice documents to it and maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on the Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any action taken or proposed of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Loan Party Materials “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties for purposes of United States federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute “Information” (as defined in Section 9.12), they shall be treated as set forth in Section 9.12); (y) all Loan Party Materials marked “PUBLIC” are permitted to be taken with respect theretomade available through a portion of the Electronic System designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Investor.”

Notices of Material Events. The Borrower Representative will shall furnish to the Administrative Agent prompt for distribution to each Lender and each Issuing Bank written notice of the following: (a) promptly, and in any event within five (5) Business Days after any Responsible Officer of the Borrower or any other Loan Party obtains knowledge thereof, the occurrence of any Default or Event of Default; (b) receipt promptly, and in any event within five (5) Business Days after any Responsible Officer of the Borrower or any other Loan Party obtains knowledge thereof, the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)or any Subsidiary thereof that, (ii) seeks injunctive reliefif adversely determined, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any promptly upon a Responsible Officer of the Collateral; (d) Borrower or any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness other Loan Party obtaining knowledge thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event (or the maintenance, commencement or, to the knowledge of the Borrower, threat in writing of any claim, action, suit, audit or investigation with respect to any Plan other than routine claims for benefits) that, alone or together with any other ERISA Events that have occurredoccurred (and any such claims, could actions, suits, audits or investigations with respect to any Plan that are being maintained or have commenced or, to the knowledge of the Borrower, have been threatened), would reasonably be expected to result in liability of the Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding the greater of (x) $2,000,000; and5,000,000 and (y) 10% of Consolidated EBITDA (calculated on a pro forma basis); (jd) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of any Loan Party or any Restricted Subsidiary thereof 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 Section 5.1 or any other clause of this Section 5.2; (e) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Restricted Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Restricted Subsidiary thereof; (f) promptly upon any Responsible Officer of any Loan Party obtaining knowledge thereof, of any material change in accounting policies or financial reporting practices by such Loan Party or any Subsidiary thereof; (g) promptly upon any Responsible Officer of any Loan Party obtaining knowledge thereof, any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect, including, in respect of (i) any breach or non-performance of, or any default under, a Contractual Obligation of such Loan Party or any Restricted Subsidiary thereof, (ii) any dispute, litigation, investigation, proceeding or suspension between such Loan Party or any Restricted Subsidiary thereof and any Governmental Authority, and (iii) the commencement of, or any material development in, any litigation or proceeding affecting such Loan Party or any Restricted Subsidiary thereof, including pursuant to any applicable Environmental Laws; and (h) any change in the information provided in any 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 shall be accompanied by a statement of a Financial Responsible 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 Representative will furnish to the Administrative Agent each Credit Party prompt written notice of the following: (a) the occurrence of any Event of Default or Default, specifying the nature and extent thereof; (b) receipt the filing or commencement of, or any threat or notice of intention of any notice of Person to file or commence, any governmental investigation action, suit or proceeding, whether at law or in equity or by or before any litigation or proceeding commenced or threatened Governmental Authority, against any Loan Party Borrower or Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) as soon as possible after, and in any Lien event within ten (other than Permitted Encumbrances10) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior the Borrower or any ERISA Affiliate knows or has reason to the effectiveness thereofknow that, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event has occurred that, alone or together with any other ERISA Events that have occurred, Event could reasonably be expected to result in liability of the Borrowers and their Subsidiaries Borrower in an aggregate amount exceeding $2,000,0001,000,000; (d) as soon as possible and in no event later than ten (10) Business Days after the receipt thereof by the Borrower or any Subsidiary, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any Environmental Liability of the Borrower or any Subsidiary, in each case, which could reasonably be expected to have a Material Adverse Effect; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary 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 the Borrower to its shareholders generally, as the case may be; (f) 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 Credit Parties pursuant to any other clause of this Section 6.2; and (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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. Documents required to be delivered pursuant to Sections 6.1(a), 6.1(b), 6.2(e) or 6.2(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Credit Party has access (whether a commercial, third party website or whether sponsored by the Administrative Agent), provided that: (i) the Borrower shall deliver paper copies of such documents to each Credit Party that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by such Credit Party and (ii) the Borrower shall notify each Credit Party (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Credit Party shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the other Credit Parties on a confidential basis materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of such Credit Parties may be “public side lenders” (i.e., creditors that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will notify the Administrative Agent in the event that any non-public information is included in the Borrower Materials and to cooperate with the Administrative Agent to ensure that such non-public information is not distributed to a Public Lender.

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the assertion by the holder of any Indebtedness of any Loan Party in excess of $1,000,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that that: (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 250,000; or (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges or the violation of any law regardingby any Loan Party or involves any product recall, or seeks remedies in connection witheach case which, any Environmental Laws which would if adversely determined, could reasonably be expected to have a Material Adverse Effect, ; (vid) contests any Lien (other than Permitted Encumbrances) securing a claim or claims made or asserted against any of the Collateral; (e) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall1,000,000; (cf) the opening of any Lien (new deposit account by any Loan Party with any bank or other than Permitted Encumbrances) or claim made or asserted against any of the Collateralfinancial institution; (dg) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (eh) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such accountants; Exhibit A to FirstFourth Amendment #37466145 (i) any and all default notices sent or received under or with respect to (i) any material leased location or material (ii) public warehouse where Collateral included in the Borrowing Base is located (which shall be delivered within two (2) Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (ij) the occurrence of any ERISA Event or underfunding of any Non-U.S. Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of for the Borrowers Loan Parties and their Subsidiaries greater than $1,000,000; (k) (i) the occurrence of unpermitted Releases of Hazardous Material of which any Loan Party is aware, (ii) the receipt by any Loan Party of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in an violations of or liabilities under, any Environmental Law or (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (i), (ii) and (iii) (and, in the case of clause (iii), if adversely determined), in the aggregate amount exceeding for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $2,000,0001,000,000; (l) other than Rig Fleet Equipment damaged under normal working conditions and as a result, repaired or out for repair in the Ordinary Course of Business, the occurrence of any damage, destruction, decommissioning or sale of any Rig Fleet Equipment with a replacement value of $1,000,000 or greater; and (jm) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Administrative 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 Representative will furnish to the Administrative Agent Lender prompt written notice of the following: (a) the occurrence of any Default;; AUS:0041907/00169:444711v12 40 (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, Laws; or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall5,000,000.00; (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 $2,000,000 1,000,000.00 or more, more whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsany Major Leases or other material agreements, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two (2) Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Certifying 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 Representative Borrowers will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)25,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets with a value an amount in excess of $5,000,00015,000,000, (iviii) alleges criminal misconduct by any Loan Party, (viv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $25,000,000, or (viv) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against any Collateral having a value in excess of the Collateral$10,000,000; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 10,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral having a value in excess of $10,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00015,000,000; and (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice Information required to be delivered under pursuant to Section 5.01 or this Section 5.02 shall be accompanied deemed to have been delivered if such information, or one or more annual, quarterly or current reports containing such information, shall have been posted by the Administrative Agent on a statement SyndTrak, IntraLinks or similar site to which the Lenders have been granted access or shall be available (the “Platform”) on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx or on the website of Holdings. Information required to be delivered pursuant to Section 5.01 or this Section 5.02 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on the Platform and (b) certain of the Lenders (each, a Financial Officer “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other executive officer market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Loan Party Materials “PUBLIC,” the Borrower Representative setting shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties for purposes of United States Federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute “Information” (as defined in Section 9.12), they shall be treated as set forth the details in Section 9.12); (y) all Loan Party Materials marked “PUBLIC” are permitted to be made available through a portion of the event or development requiring such notice Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any action taken or proposed to be taken with respect theretoLoan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages stated to be in excess of $5,000,000 (and such damages are not covered by insurance with respect 1,000,000 or which would be reasonably likely to which the insurer has accepted coverage result in writing subject to reservation)a Material Adverse Effect, (ii) seeks injunctive reliefrelief which, if granted, would be reasonably likely to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges alleges, in an action brought by a Governmental Authority, criminal misconduct by any Loan Party, (v) alleges the material violation of any law regarding, Environmental Law or seeks remedies in connection with, with any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000500,000 or which, if such contest were not to be successful, would be reasonably likely to result in a Material Adverse Effect, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens securing purchase money Indebtedness to the extent permitted to be incurred hereunder) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 250,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two (2) Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to any (x) real estate leases or (y) floorplanning arrangement with respect to the Term Loan DocumentsInventory of any Borrower, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,0001,000,000; and (ji) any other development (other than those specified above as to which the Lenders have received due notice) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative SYX 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 Furnish the following to the Administrative Agent prompt written notice of the followingLender in writing: (ai) the occurrence promptly after any Responsible Officer of Parent, Holdings or SFTP has actual knowledge of facts that would give him or her reason to believe that any Default or Event of Default has occurred, notice of such Default or Event of Default; (bii) promptly after receipt or delivery thereof, a copy of any notice of (x) of any governmental investigation Event of Default (as defined in the Six Flags First Lien Credit Agreement), any Event of Default (as defined in the Six Flags Second Lien Credit Agreement) or acceleration thereunder, (y) any notice of any amendment of the definitions of “Applicable Margin” or “Eurocurrency Base Rate” under the Six Flags First Lien Credit Agreement or any litigation or proceeding commenced or threatened against substantially similar terms under any Loan Party that Successor Six Flags First Lien Facility; and (iz) seeks damages in excess any notice delivered pursuant to Sections 8.2(c) and 8.2(e) of $5,000,000 (the Six Flags First Lien Credit Agreement and such damages are not covered by insurance with respect any notice delivered pursuant to which Sections 6.2(c) and 6.2(e) of the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, Six Flags Second Lien Credit Agreement; (iii) is asserted as soon as any executive officer of Parent, Holdings or instituted against SFTP has actual knowledge of the facts that would give him or her reason to know of the occurrence thereof, prompt notice of all legal or arbitral proceedings, and of all proceedings by or before any Plangovernmental or regulatory authority or agency, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation and of any law regarding, or seeks remedies material development in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, respect of such legal or other governmental charge in excess of $10,000,000proceedings, affecting Parent or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event its Subsidiaries that, alone or together with any other ERISA Events that have occurredif adversely determined, could reasonably be expected to result in liability aggregate liabilities or damages in excess of $5,000,000 over available insurance or indemnification by creditworthy third parties; (iv) as soon as possible, and in any event within five days prior to the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000incurrence by Parent of Indebtedness pursuant to any Indenture, notice of such incurrence; and (jv) prompt notice 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 11(b) shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Representative applicable Guarantor setting forth in reasonable detail the details facts and circumstances 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 each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of action, suit or proceeding by or before any governmental investigation arbitrator or Governmental Authority against or affecting the Borrower or any litigation of its Affiliates, other than disputes in the ordinary course of business or, whether or proceeding commenced not in the ordinary of business, disputes involving amounts exceeding $50,000,000 (excluding, however, any actions relating to workers’ compensation claims or threatened against any Loan Party that (i) seeks damages in excess negligence claims relating to use of $5,000,000 (and such damages are not motor vehicles, if fully covered by insurance with respect to which the insurer has accepted coverage in writing insurance, subject to reservationdeductibles), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (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 $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries Borrower or any of its ERISA Affiliates in an aggregate amount exceeding $2,000,00075,000,000; (d) the assertion of any claim with respect to any Environmental Liability by any Person against, or with respect to the activities of, the Borrower or any other Group Member and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any such claim, alleged violation or non-compliance that, alone or together with any other such matters that have occurred, could not reasonably be expected to result in liability of the Group Members in an aggregate amount exceeding $50,000,000; (e) within five days thereof (or such earlier time as set forth in Section 5.4 of the Guarantee and Collateral Agreement), any change in (i) any Loan Party’s corporate name, (ii) any Loan Party’s corporate structure, (iii) any Loan Party’s jurisdiction of organization or (iv) the organization identification number, if any, or, with respect to any Loan Party organized under the laws of a jurisdiction that requires such information to be set forth on the face of a UCC financing statement, the Federal Taxpayer Identification Number of such Loan Party (and the Borrower agree not to effect or permit any of the Loan Parties to effect any change referred to in this Section 6.02(e) unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Documents); and (jf) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Each of the Borrower Representative and Holdings will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Event of Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)10,000,000, (ii) seeks injunctive reliefrelief which is reasonably like to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with which is reasonably like to result in a value in excess of $5,000,000Material Adverse Effect, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges asserts liability on the violation part of any law regarding, Loan Party or seeks remedies any Subsidiary in connection with, excess of $10,000,000 in respect of any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any taxTax, fee, assessment, or other governmental charge charge, or (vi) involves any product recall which is reasonably likely to result in a reduction to Consolidated Adjusted EBITDA in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the CollateralCollateral in excess of $5,000,000; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 10,000,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in excess of $5,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior any filing with the SEC that pertains to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendmentany Material Contract; (g) all material amendments to within five (5) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement (other than a Commodity Swap Agreement) or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement (other than a Commodity Swap Agreement) or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,000; and10,000,000; (ji) any other development that results inresults, or could reasonably be expected to result inresult, in a Material Adverse Effect; (j) within five (5) Business Days of the occurrence thereof (after giving effect to any applicable cure or grace period with respect to such payment), the failure of any Loan Party to pay when due rent or any other amounts owing under any lease with regards to the properties leased by the Loan Parties as of the Effective Date in Yorba Linda, California, Warwick, Rhode Island and Los Angeles, California; and (k) any amendment or modification to the Term Loan Credit Agreement (together with an executed copy of such amendment or modification) within five (5) Business Days after the effectiveness thereof. Each notice delivered under this Section shall be accompanied by a statement of a 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 Representative To the extent that an Authorized Officer of any Loan Party has actual knowledge thereof, the Borrowers will furnish to the Administrative Agent (for distribution to the Lenders in accordance with the last paragraph of Section 5.01) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) any actual knowledge of the Loan Parties of, or any receipt of any notice of of, any governmental investigation or any litigation litigation, arbitration or administrative proceeding (each, an “Action”) commenced or or, to the knowledge of any Borrower, threatened against any Loan Party that Borrower or any of its Restricted Subsidiaries (i) that seeks damages in excess of $5,000,000 75,000,000 (and provided that there is a reasonable likelihood that damages in excess of $75,000,000 shall be awarded in connection with such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservationAction), (ii) that seeks injunctive reliefrelief (provided that there is a reasonable likelihood that such injunctive relief shall be granted and, if so granted, such injunctive relief would be reasonably likely to have a Material Adverse Effect on any Loan Party’s ability to perform its obligations under the Loan Documents or would have a Material Adverse Effect on the Collateral), (iii) that is asserted or instituted against any Plan, its fiduciaries or its assets with (provided that such Action has a value reasonable likelihood of success and seeks damages, or would result in liabilities, in excess of $5,000,00075,000,000), (iv) that alleges criminal misconduct by any Loan PartyParty or any of its Subsidiaries (provided that such criminal misconduct would be reasonably likely to result in a Material Adverse Effect), (v) that alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which Liabilities (provided that such Action has a reasonable likelihood of 108 success and seeks damages, or would reasonably be expected to have a Material Adverse Effectresult in liabilities, in excess of $75,000,000), or (vi) is made by any Borrower or any Restricted Subsidiary that contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall75,000,000; (c) any Lien (other than a Permitted EncumbrancesLien) or claim made or asserted against any of the Collateral; provided that such claim or assertion has a reasonable likelihood of success and would reasonably be expected to result in a Material Adverse Effect; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 75,000,000 or moremore per occurrence or related occurrences, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral with a fair market value in excess of $75,000,000 is located (which shall be delivered within two 10 Business Days after an Authorized Officer of a Loan Party obtains knowledge of the receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or breach of the representations and warranties in Section 3.10 that, alone or together with any other ERISA Events or breaches of such representations and warranties that have occurred, could reasonably be expected to result in liability of the Borrowers Loan Parties and their Subsidiaries Subsidiaries, whether directly or by virtue of their affiliation with any ERISA Affiliate, in an aggregate amount exceeding $2,000,00075,000,000; (g) the Release of any Hazardous Material that is required by any applicable Environmental Law to be reported to a Governmental Authority and which would reasonably be expected to result in any Material Adverse Effect; and (jh) 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 5.02 shall be accompanied by a statement of a Financial an Authorized 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000250,000, or (vii) involves any product recall; (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 $2,000,000 250,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior (i) each Material Agreement entered into after the Effective Date, together with a copy of each such Material Agreement, and (ii) each amendment to the effectiveness thereof, all material amendments to agreements on Schedule 3.12 or any other Material Agreement entered into after the Term Loan DocumentsEffective Date, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days); (ih) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,000250,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 2,500,000 (ii) seeks injunctive reliefrelief to enjoin Borrower from conducting any material part of its business, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or 2,500,000 (vii) involves any product recallrecall which involves any material amount of products sold; (c) any Lien (other than Permitted EncumbrancesEncumbrances or Liens permitted under Section 6.02) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 2,500,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment[Intentionally Omitted]; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater Person other than $5,000,000a Lender or the Administrative Agent, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,0002,500,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) Within five Business Days after a Responsible Officer of the Borrower has knowledge thereof, the occurrence of any Default; (b) within five Business Days after a Responsible Officer of the Borrower has knowledge of receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks injunctive reliefrelief that could reasonably be expected to result in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (viv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would that could reasonably be expected to have result in a Material Adverse Effect, or (viv) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall5,000,000; (c) within five Business Days after a Responsible Officer of the Borrower has knowledge thereof, any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any of the CollateralRental Fleet Assets (other than any that are subject to a Long Term Lease) in an amount that could reasonably be expected to result in a Material Adverse Effect; (d) within five Business Days after a Responsible Officer of the Borrower has knowledge thereof, any loss, damage, or destruction to the Rental Fleet Assets (other than any that are subject to a Long Term Lease) or any other Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (e) within five Business Days after a Responsible Officer of the Borrower has knowledge thereof, the receipt of any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral in amount of $5,000,000 or more is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to within a reasonable amount of time after the effectiveness closing thereof, all material amendments any amendment to the Term Loan Documents, any Senior Note Document together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) Days after a Responsible Officer of the Borrower has knowledge thereof, 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 actual liability to the Borrower or any of the Borrowers Borrower’s direct subsidiaries and their Subsidiaries which liability could reasonably be expected, individually or in an aggregate amount exceeding $2,000,000the aggregate, to have a Material Adverse Effect; and (jh) any other development that results in, or could reasonably be expected to result inwithin five Business Days after a Responsible Officer of the Borrower has knowledge thereof, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period specified below) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)25,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets with a value an amount in excess of $5,000,00015,000,000, (iviii) alleges criminal misconduct by any Loan Party, (viv) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would to the extent such results in, or could reasonably be expected to have a Material Adverse Effectresult in, damages or liabilities in excess of $25,000,000, or (viv) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens in favor of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim made or asserted in writing against ABL Priority Collateral having a value in excess of $25,000,000, upon any Loan’s Party knowledge of the Collateralsuch Lien or claim; (d) any loss, damage, or destruction to the ABL Priority Collateral in the amount of $2,000,000 25,000,000 or more, whether or not covered by insurance; (e) any and all default notices in writing received under or with respect to any material leased location or material public warehouse where ABL Priority Collateral having a value in excess of $25,000,000 is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,00025,000,000; and (jg) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice Information required to be delivered under this pursuant to Section 5.01 or Section 5.02 (to the extent any such information is included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be accompanied deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by a statement of a Financial Officer the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or other executive officer of any Lender through the Administrative Agent) to the Borrower Representative, the Borrower Representative setting forth shall deliver paper copies of such documents to the details Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower Representative shall notify the Administrative Agent and each Lender (by fax or through Electronic Systems) of the posting of any such documents and provide to the Administrative Agent through Electronic Systems electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or development requiring requesting delivery of paper copies of such notice documents to it and maintaining its copies of such documents. The Loan Parties hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Loan Party Materials”) by posting the Loan Party Materials on the Electronic System and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any action taken or proposed of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Loan Party Materials that may be distributed to the Public Lenders and that (w) all such Loan Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking the Loan Party Materials “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Loan Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties for purposes of United States Federal and state securities laws (provided, however, that to the extent such Loan Party Materials constitute “Information” (as defined in Section 9.12), they shall be treated as set forth in Section 9.12); (y) all Loan Party Materials marked “PUBLIC” are permitted to be taken with respect theretomade available through a portion of the Electronic System designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Loan Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Electronic System not designated “Public Investor.”

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)2,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, Environmental Law or seeks remedies in connection with, with any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaw, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0002,000,000, or (vii) involves any product recall; (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 $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to any material agreement of any of the Term Loan DocumentsParties, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Hedging Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Hedging Agreement, together with copies of all agreements evidencing such Swap Hedging Agreement or amendments thereto (which shall be delivered within five two Business DaysDays after the execution thereof); (ih) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the each Borrower Representative setting forth the details of the event or development requiring requiting 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 theSECTION 5.02. Administrative Agent and each Lender prompt written notice of the following: (a) : upon an Authorized Representative’s knowledge thereof, the occurrence of(a) any Event of any Default; (b) ; receipt of any notice of any governmental investigation or any litigation or or(b) proceeding commenced or threatened in writing against any a Loan Party or Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)Threshold Amount, (ii) seeks injunctive relief, individually or in the aggregate, with respect to more than 40 Restaurants, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) is asserted by a Governmental Authority and alleges material criminal misconduct by any a Loan PartyParty or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectthat could individually or in the aggregate exceed the Threshold Amount, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or the Threshold Amount; (vii) involves any product recall; (ci) any Lien (other than Permitted EncumbrancesLiens permitted by Section 6.02) or claim and (ii) any(c) claims made or asserted against any of the Collateral; (d) Collateral if such claim or claims, individually or in the aggregate, could reasonably be expected to exceed the Threshold Amount; any loss, damage, or destruction to the Collateral in an amount in excess of(d) the amount of $2,000,000 or moreThreshold Amount, whether or not covered by insurance; (e) ; 79 any and all default notices received under or with respect to any material leased leased(e) location (other than individual Restaurants) or material public warehouse where material Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later ; if at the time thereof there if more than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (hone Lender under this Agreement,(f) the fact that a Loan Party or Subsidiary has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Lender or any Affiliate thereof, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five (5) Business Days); (i) ; the occurrence of any ERISA Event that, alone or together with any other other(g) ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries Borrower or any ERISA Affiliate in an aggregate amount exceeding $2,000,000the Threshold Amount; and (j) and any other development that results in, or could reasonably be expected to to(h) result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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.. Existence; Conduct of Business. Each Loan Party will, and willSECTION 5.03. cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03; provided, further, that no Loan Party or any of its Subsidiaries shall be required to preserve, renew or keep in full force and effect any rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses if such Loan Party or any such Subsidiary shall in its good faith judgment, determine that the preservation thereof is no longer in the best interests of such Loan Party or such Subsidiary, as the case may be, and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted. Payment of Obligations. Each Loan Party will, and will cause eachSECTION 5.04. Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP. 80

Notices of Material Events. The Borrower Representative will furnish to the Administrative Agent Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 250,000 (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000250,000, or (vii) involves any product recall; (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 $2,000,000 100,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ig) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,000250,000; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Loan Parties will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws and which would could reasonably be expected to have a Material Adverse Effectresult in expenditures by any Loan Party of $5,000,000 or more, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0005,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted EncumbrancesLiens permitted hereby) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 5,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsand terminations of all Material Agreements, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,0005,000,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks injunctive reliefcould reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value involving claims or damages in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectinvolving claims or damages in excess of $2,500,000, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0002,000,000, or (vii) involves any product recall, to the extent that such product recall could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) any and all material default notices received under or with respect to any material leased location or material public warehouse where Collateral with a value in excess of $1,000,000 is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsspecify real estate leases where Collateral with a value in excess of $1,000,000 is located, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement other than, in each case, any Swap Agreement with a notional amount greater than $5,000,000either Agent, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) the occurrence of any ERISA Event that, alone Event; (i) any written notice given by the holder of any Indebtedness of any Loan Party in excess of $5,000,000 that any default exists with respect thereto; (j) receipt of any written notice that any Loan Party is subject to any investigation by any governmental entity with respect to any potential or together with alleged violation of any other ERISA Events applicable Environmental Law that have occurred, could reasonably be expected to result have a Material Adverse Effect or of imposition of any Lien against any Property of any Loan Party for any material liability with respect to damages arising from, or costs resulting from, any violation of any Environmental Laws; (k) unless otherwise permitted hereunder and under the other Loan Documents, any change in liability (i) such Loan Party’s name or type of entity, (ii) such Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, (iii) the location of its principal place of business or its jurisdiction of organization or formation, (iv) the location where any Export-Related Collateral is held or maintained, (v) the location where any Collateral (other than Export-Related Collateral) with an aggregate value in excess of $500,000 is held or maintained, or (vi) the location of any of the Borrowers and their Subsidiaries books or records related to the Collateral; provided that in an aggregate amount exceeding $2,000,000; andno event shall the Administrative Agent receive notice of such change less than ten days prior thereto with respect to clause (ii) or thirty days prior thereto with respect to the rest of this subparagraph; (jl) the opening of any new deposit account by any Loan Party with any bank or other financial institution other than either Agent; (m) any notice provided to the trustee or any holder of a Senior Subordinated Note under the Indenture or the Senior Subordinated Notes, such notice to be contemporaneously delivered by the Company to the Administrative Agent and the Lenders; (n) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (o) any other matter as either Agent may reasonably request. Each notice delivered under this Section shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)2,500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability in excess of $2,500,000, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $2,500,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (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 $2,000,000 1,500,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan DocumentsMaterial Agreements, together with a copy of each such amendment; (g) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,0001,500,000; and (ji) any other development that results inresults, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 In addition to the notices required under Section 8.01 and Section 8.10(b), the Borrower Representative will furnish to the Administrative Agent prompt (and in any event within five (5) Business Days of a Responsible Officer becoming aware thereof) written notice (and the notice at issue in the case of clause (e) below) of the following: (a) the occurrence of any Default; (b) receipt of other than the Chapter 11 Cases, the filing or commencement of, or the threat in writing of, any notice of any governmental action, suit, proceeding, investigation or arbitration by or before any litigation arbitrator or proceeding commenced Governmental Authority against or threatened against affecting the Borrower or any Loan other Credit Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage previously disclosed in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would Lenders that could reasonably be expected to have result in a Material Adverse Effect, (vi) contests or the occurrence of any taxadverse development in any such action, feesuit, assessmentproceeding, investigation or other governmental charge arbitration that is reasonably expected to result in excess of $10,000,000, or (vii) involves any product recalla Material Adverse Effect; (c) other than the Chapter 11 Cases, the filing or commencement of, or the threat in writing of, any Lien action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority that (i) constitutes a material adverse claim against, or asserts a material cloud upon the Borrower’s or any other Credit Party’s title to, any material Oil and Gas Properties or other Collateral pledged pursuant to the Security Instruments or (ii) otherwise attacks the validity or (other than by asserting a Permitted EncumbrancesLien) or claim made or asserted against any the priority of the CollateralAdministrative Agent’s Liens in any material Oil and Gas Properties or other Collateral pledged pursuant to the Security Instruments, or of the Security Instruments under which such Oil and Gas Properties or other Collateral is mortgaged or pledged; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any written notices or material information delivered to holders of any of the 2022 Notes, the 2024 Notes or the 2025 Notes or Pre-Petition RBL Lenders or the Pre-Petition Term Loan Lenders. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent (and the Administrative Agent will furnish to each Lender promptly after the receipt thereof) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party Borrower or Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)4,000,000.00, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyBorrower or Subsidiary, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0002,000,000.00, or (vii) involves any product recall; (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 $2,000,000 4,000,000.00 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two (2) Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, any Material Agreement together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers Holdings and their its Subsidiaries in an aggregate amount exceeding $2,000,0002,000,000.00; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent 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; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)250,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would reasonably be expected Law or related Requirement of Law, or seeks to have a Material Adverse Effectimpose Environmental Liability, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $250,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (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 $2,000,000 250,000 or more, whether or not covered by insurance; (e) within ten (10) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to within ten (10) Business Days after the effectiveness occurrence thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ig) 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 Borrowers and their its Subsidiaries in an aggregate amount exceeding $2,000,000250,000; (h) within five (5) Business Days after the occurrence thereof, any default under any Government Contract or any event which, if not corrected, could give rise to a default under any Government Contract, or a termination for convenience with respect to any Government Contract; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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. TC “SECTION 5.02. Notices of Material Events.” \f C \l “2” The Borrower Representative will furnish to the Administrative Agent (for distribution to each Lender) prompt (but in any event within any time period that may be specified below) written notice following a Responsible Officer, general counsel or any other authorized officer of the Borrower becoming aware of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation by a Governmental Authority or any litigation or proceeding commenced or threatened against any Loan Party or any Subsidiary that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)25,000,000, (ii) seeks injunctive reliefrelief which is reasonably likely to be determined adversely to the Loan Parties and if so determined could reasonably be expected to result in a Material Adverse Effect, (iii) is asserted asserts liability on the part of any Loan Party or instituted against any Plan, its fiduciaries or its assets with a value Subsidiary in excess of $5,000,00025,000,000 in respect of any Plan, (iv) alleges criminal misconduct by any Loan PartyParty or any Subsidiary, (v) alleges the violation of any law regardingof, or seeks to impose remedies in connection withunder, any Environmental Laws which would Law or related Requirement of Law, or seeks to impose Environmental Liability, which, in each case, could reasonably be expected to have a Material Adverse Effectresult in liabilities of the Loan Parties in excess of $25,000,000, (vi) contests asserts liability on the part of any Loan Party or any Subsidiary in excess of $25,000,000 in respect of any tax, fee, assessment, or other governmental charge in excess of $10,000,000charge, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted in writing against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 25,000,000 or more, whether or not covered by insurance; (e) within two (2) Business Days of receipt thereof, any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof)located; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan any material Existing Convertible Note Documents, together with a copy of each such amendment; (g) all material amendments to within two (2) Business Days after the Petro Acquisition Purchase Agreement and the Recapitalization Documentsoccurrence thereof, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement Agreement, solely to the extent the Swap Obligations thereunder constitute Secured Obligations, or an any amendment to a any such Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding $2,000,00025,000,000; (i) any other development that results, or could reasonably be expected to result, in a Material Adverse Effect; and (j) any other development change in the information provided in the Beneficial Ownership Certification delivered to such Lender that results in, or could reasonably would result in a change to the list of beneficial owners identified in such certification. Information required to be expected delivered pursuant to result in, a Material Adverse Effectthis Section 5.02 may be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each notice delivered under this Section (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the TimkenSteel Corporation Fourth Amended and Restated Credit Agreement dated September 30, 2022 and (iii) shall be accompanied by a statement of a 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. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

Notices of Material Events. The Borrower Representative Parent and the Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the assertion by the holder of any Indebtedness of any Loan Party in excess of $300,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (and following such initial notice, Borrowers shall provide notice of any material adverse development with respect to any such investigation or litigation that): (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 500,000; or (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges or the violation of any law regardingby any Loan Party or involves any product recall, or seeks remedies in connection witheach case which, any Environmental Laws which would if adversely determined, could reasonably be expected to have a Material Adverse Effect; or (iii) seeks to invalidate, terminate or revoke, or alleges any infringement by, any registered Intellectual Property that is described on Schedule 3.05 or that is necessary for the business of any Loan Party; (vid) contests any Lien (other than Permitted Encumbrances) securing a claim or claims made or asserted against any of the Collateral; (e) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall500,000; (cf) the opening of any Lien (new deposit account by any Loan Party with any bank or other than Permitted Encumbrances) or claim made or asserted against any of the Collateralfinancial institution; (dg) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (eh) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such accountants; (i) any and all default notices with respect to (a) a past due amount of more than $10,000 or (b) a breach of a material term sent or received under or with respect to (i) any material leased location or material (ii) public warehouse where Collateral is located (which shall be delivered within two (2) Business Days after receipt thereof); (fj) no later than five business days prior any and all default notices sent or received under or with respect to the effectiveness thereofTerm Loan Agreement, the Factoring Agreement, the Subordinated Convertible Notes, the Tax Notes or the Shareholder Payment Agreement; (k) all material amendments to the Term Loan Documentsany real estate lease, together with a copy of each such amendment; (gl) all material amendments amendments, waivers or notices related to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendmentany Material Agreement; (hm) the fact that immediately after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Borrower or any of their Subsidiaries in a Loan Party has entered into manner which could reasonably be expected to have a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)Material Adverse Effect; (in) the occurrence of any ERISA Event or underfunding of any Non-U.S. Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of for the Borrowers Loan Parties and their Subsidiaries in an aggregate amount exceeding greater than $2,000,000100,000; and (jo) (i) the occurrence of unpermitted Releases of Hazardous Material of which any Loan Party is aware, (ii) the receipt by any Loan Party of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (i), (ii) and (iii) (and, in the case of clause (iii), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $350,000; (p) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Administrative 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 Representative and Holdings will furnish to the ABL Administrative Agent, the Supplemental Term Agent and each Lender prompt written notice of the following: (a) the occurrence of any DefaultDefault or Event of Default promptly upon becoming aware of it; (b) the occurrence of any event that would trigger a Cash Dominion Period promptly upon becoming aware of it; (c) the occurrence of any condition which would reasonably be expected to have a Material Adverse Effect; (d) the occurrence of any ERISA Event that, alone or together with any ERISA Events that have occurred, is in excess of $5,000,000; (e) any material change in accounting or financial reporting practices (other than as reported by GAAP or applicable law) by any Loan Party or any Subsidiary thereof; (f) any Disposition of property, sale of equity, or incurrence of Indebtedness in excess of $5,000,000, in each case after knowledge thereof by a responsible officer of the Borrower or any Guarantor; (g) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (10,000,000 and such damages are is not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)insurance, (ii) seeks injunctive reliefrelief which, (iii) is asserted or instituted against any Planif granted, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (ch) (i) any Lien (other than Permitted EncumbrancesLiens permitted under Section 6.02) or claim made or asserted against any of the Collateral; , (dii) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; insurance or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (eiii) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); , in each case in relation to (fx) no later than five business days prior to Supplemental Term Priority Collateral in the effectiveness thereofaggregate amount of $50,000 or more, all material amendments to and/or (y) other Collateral in the Term Loan Documents, together with a copy aggregate amount of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement $2,000,000 or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)more; (i) any Credit Card Agreement entered into by such Loan Party after the occurrence Effective Date, together with a true, correct and complete copy thereof and such other information with respect thereto as the ABL Administrative Agent or the Supplemental Term Agent may reasonably request; (j) the receipt by any Loan Party of any ERISA Event thatwritten notice of violation of or potential liability under, alone or together with any other ERISA Events knowledge by such Loan Party that have occurred, there exists a condition that could reasonably be expected to result in a violation of or liability under, any Environmental Law, except for violations and liabilities the consequence of which would not be reasonably likely to subject the Loan Parties to liabilities exceeding $5,000,000 individually or in the aggregate; (k) obtaining knowledge of the Borrowers commencement of any judicial or administrative proceeding or investigation alleging a violation of or liability under any Environmental Law, that has a reasonable likelihood of being adversely determined and their Subsidiaries that, in an aggregate amount the aggregate, if adversely determined, would have a reasonable likelihood of subjecting the Loan Party to liabilities exceeding $2,000,0005,000,000 individually or in the aggregate; (l) upon written request by any Lender through the ABL Administrative Agent or the Supplemental Term Agent, a report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice or report delivered pursuant to this Agreement; and (jm) any amendment, supplement, waiver or other development that results in, modification to the Term Loan Agreement or could reasonably be expected to result in, a Material Adverse Effectany other Term Loan Document (whether or not consent of the ABL Administrative Agent is required under the Intercreditor Agreement with respect thereto). Each notice delivered under this Section shall be accompanied by a statement of a 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. In addition, each notice delivered under clause (m) above shall be accompanied by a true and complete copy of any such amendment, supplement, waiver or other modification described in such clause.

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon a Loan Party obtaining knowledge thereof, the occurrence of any Default; (b) receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that (i) seeks such Loan Party reasonably expects to result in uninsured damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks such Loan Party reasonably expects to result in injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0001,000,000, or (vii) involves any material product recall; (c) upon a Loan Party obtaining knowledge thereof, any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof, any and all payment default notices and any material default notices received under or with respect to any material leased location or material public warehouse where Collateral in excess of $250,000 is located located; (which shall be delivered f) [Intentionally Omitted]; (g) within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness occurrence thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and500,000; (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (j) any change in the information provided in any 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 shall be accompanied by a statement of a 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (and in any event within two (2) Business Days) written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)or any Affiliate thereof that, (ii) seeks injunctive reliefif adversely determined, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) material change in accounting or claim made financial reporting practices by any Borrower or asserted against any of Subsidiary, including without limitation the Collateralmanner in which equipment is depreciated; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries Loan Parties in an aggregate amount exceeding $2,000,000; and2,500,000; (e) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (f) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (g) 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 where Collateral having an aggregate value in excess of $2,500,000 is located; (h) 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 all agreements evidencing such Swap Agreement or amendment; (i) any amendment, supplement or other modification of any Second Lien Notes Documents or any floor plan financing, together with a fully executed copy of such amendment, supplement or modification; (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (k) 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 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative Borrowers 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 each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) the assertion of which a Responsible Officer of the Borrower has knowledge by the holder of any Equity Interests of any Loan Party or the holder of any Indebtedness of any Loan Party in excess of $25,000,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of which a Responsible Officer of the Borrower has knowledge of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)25,000,000, (ii) seeks injunctive reliefrelief that, if granted, could reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value assets, which assertion could reasonably be expected to result in damages, costs or liabilities of any Loan Party or Subsidiary in excess of $5,000,00025,000,000, (iv) alleges criminal misconduct by any Loan PartyParty or Subsidiary that, if resulting in a conviction, could reasonably be expected to have a Material Adverse Effect, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws Laws, which would resolution or remedy asserts or could result in damages, costs or liabilities of any Loan Party or Subsidiary in excess of $25,000,000; or (vi) involves any product recall to the extent such product recall could reasonably be expected to have a Material Adverse Effect, ; (vid) contests commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall25,000,000; (ce) the opening of any Lien new deposit account by any Loan Party with any bank or other financial institution (other than Permitted Encumbrances) or claim made or asserted against any of “Excluded Deposit Account,” as defined in the CollateralSecurity Agreement); (df) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 15,000,000 or more, whether or not covered by insurance; (eg) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral having a value in excess of $10,000,000 in the aggregate for all such locations is located (which shall be delivered within two Business Days after receipt thereofthereof by a Responsible Officer of the Borrower); (f) no later than five business days prior , which default notices could reasonably be expected to have an adverse impact on the effectiveness thereof, all material amendments to value of such Collateral or the Term Loan Documents, together with a copy interest therein of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and Administrative Agent on behalf of the Recapitalization Documents, together with a copy of each such amendmentSecured Parties; (h) immediately after any Responsible Officer of the fact that Borrower becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the Borrower or any of its Subsidiaries in a Loan Party has entered into manner which could reasonably be expected to have a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)Material Adverse Effect; (i) the occurrence of any ERISA Event or any Canadian Pension Event that, alone or together with any other ERISA Events or Canadian Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,00025,000,000; and (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative will furnish to the Administrative Agent prompt written notice of the following:following promptly, but in any event within five (5) Business Days after a Responsible Officer of the Borrower or any of its Subsidiaries first learns of or acquires knowledge of the existence of any of the below circumstances or events (prepared in reasonable detail): (a) the occurrence or existence of any Event of Default; (b) receipt the occurrence of any notice event or series of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance related events with respect to which the insurer has accepted coverage property or assets of the Borrower or any of its Subsidiaries resulting in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted a Loss aggregating $2,500,000 or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recallmore; (c) any Lien (Claim, action, suit, notice of violation, hearing, investigation or other than Permitted Encumbrances) Borrower pending, or claim made to the Borrower’s knowledge, threatened in writing against or asserted against affecting the Borrower or any of its Subsidiaries or with respect to the Collateralownership, use, maintenance and operation of their respective businesses, operations or properties or any Product or inventory, in each case, involving more than $2,500,000; (d) the assertion of any lossClaim under any Environmental Law by any Person against, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to the activities of, the Borrower or any material leased location of its Subsidiaries and any alleged liability or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) the occurrence of any ERISA Event that, alone or together non-compliance with any other ERISA Events that have occurredEnvironmental Laws or any permits, licenses or authorizations issued pursuant to Environmental Laws, in each case, which could reasonably be expected to result in liability a Material Environmental Liability; (i) the intention of any Obligor or 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 Obligor or ERISA Affiliate of a request for a minimum funding waiver under Section 412 of the Borrowers Code with respect to any Title IV Plan or Multiemployer Plan, in each case in writing and their in reasonable detail (including a description of any action that any Obligor or ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto); (i) The termination of any Material Agreement other than in accordance with its terms, including as a result of a breach or default or (ii) the entering into of any new Material Agreement by an Obligor (and a copy thereof). In the event that the Borrower or any of its Subsidiaries enters into any new Material Agreement, the Borrower shall update Schedule 7.14 to reflect such new Material Agreement and shall deliver the updated Schedule 7.14 (along with a copy of such Material Agreement) to the Administrative Agent within thirty (30) days after the end of the fiscal quarter during which such new Material Agreement is executed; (g) 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; (h) written Claim received by the Borrower or any of its Subsidiaries of actual or alleged violation, infringement or misappropriation of any Intellectual Property by or against the Borrower or any of its Subsidiaries that would, if proven true, reasonably be expected to result in a Material Adverse Effect; (i) any Contract entered into by the Borrower or any of its Subsidiaries in connection with any material Claim of actual or alleged infringement, misappropriation or violation of any Intellectual Property by or against the Borrower or any of its Subsidiaries; (j) the creation, development or other acquisition (including any in-bound exclusive licenses) of any Intellectual Property by the Borrower or any Subsidiary after the Closing Date that is issued or registered, or becomes issued or registered or the subject of an aggregate amount exceeding application for registration or issuance with any Governmental Authority; provided that, with respect to any such Intellectual Property created, developed or acquired (including through any in-bound exclusive license) in any fiscal quarter, notice thereof pursuant to this Section 8.02(n) shall be made in accordance with the timing of the financial statements for such fiscal quarter required pursuant to Section 8.01(b); (k) any change to any Obligor’s or any of its Subsidiaries’ ownership of any Controlled Account, by delivering the Administrative Agent a notice setting forth a complete and correct list of all such accounts as of the date of such change; (l) the acquisition by the Borrower or any of its Subsidiaries, in a single or series of related transactions, of any fee interest in any real property having a fair market value in excess of $2,000,0002,500,000; (m) concurrently with the delivery thereof to the Buyer, copies of all notices and other reports required to be delivered by the Borrower to the Buyer under the Revenue Interest Purchase Agreement; and (jn) any other development that results in, or could reasonably be expected to result in, a Material Adverse EffectEffect or a Material Regulatory Event. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower 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. 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; provided that any documents or notices required to be furnished pursuant to this Section 8.02 shall be deemed furnished on the date that such documents are publicly available on “XXXXX”.

Notices of Material Events. The Borrower Representative Parent and the Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the assertion by the holder of any Indebtedness of any Loan Party in excess of $300,000 that any default exists with respect thereto or that any Loan Party is not in compliance therewith; (c) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (and following such initial notice, Borrowers shall provide notice of any material adverse development with respect to any such investigation or litigation that): (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), 250,000; or (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges or the violation of any law regardingby any Loan Party or involves any product recall, or seeks remedies in connection witheach case which, any Environmental Laws which would if adversely determined, could reasonably be expected to have a Material Adverse Effect; or (iii) seeks to invalidate, terminate or revoke, or alleges any infringement by, any registered Intellectual Property that is described on Schedule 3.05 or that is necessary for the business of any Loan Party; (vid) contests any Lien (other than Permitted Encumbrances) securing a claim or claims made or asserted against any of the Collateral; (e) commencement of any proceedings contesting any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall250,000; (cf) the opening of any Lien (new deposit account by any Loan Party with any bank or other than Permitted Encumbrances) or claim made or asserted against any of the Collateralfinancial institution; (dg) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 250,000 or more, whether or not covered by insurance; (eh) the discharge by any Loan Party of its present independent accountants or any withdrawal or resignation by such accountants; (i) any and all default notices with respect to (a) a past due amount of more than $10,000 or (b) a breach of a material term sent or received under or with respect to (i) any material leased location or material (ii) public warehouse where Collateral is located (which shall be delivered within two (2) Business Days after receipt thereof); (fj) no later than five business days prior any and all default notices sent or received under or with respect to the effectiveness thereofFactoring Agreement, the Subordinated Convertible Notes or the Shareholder Payment Agreement; (k) all material amendments to the Term Loan Documentsany real estate lease, together with a copy of each such amendment, other than amendments to any real estate lease that is being disposed of in connection with the Joe’s Asset Dispositions; (gl) all material amendments amendments, waivers or notices related to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendmentany Material Agreement; (hm) the fact that immediately after becoming aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting any Borrower or any of their Subsidiaries in a Loan Party has entered into manner which could reasonably be expected to have a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)Material Adverse Effect; (in) the occurrence of any ERISA Event or underfunding of any Non-U.S. Plan that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of for the Borrowers Loan Parties and their Subsidiaries greater than $100,000; (o) (i) the occurrence of unpermitted Releases of Hazardous Material of which any Loan Party is aware, (ii) the receipt by any Loan Party of any notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in an violations of or liabilities under, any Environmental Law or (iii) the commencement of, or any material change to, any action, investigation, suit, proceeding, claim, demand, dispute alleging a violation of or liability under any Environmental Law, that, for each of clauses (i), (ii) and (iii) (and, in the case of clause (iii), if adversely determined), in the aggregate amount exceeding for each such clause, could reasonably be expected to result in Environmental Liabilities in excess of $2,000,000350,000; (p) any default by any party under the Merger Agreement or any termination of the Merger Agreement; and (jq) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer Authorized Officer of the Administrative 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: (a) upon a Loan Party obtaining knowledge thereof, the occurrence of any Default; (b) receipt of any written notice of any governmental investigation or any litigation or proceeding commenced or threatened in writing against any Loan Party that (i) seeks such Loan Party reasonably expects to result in uninsured damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)1,000,000, (ii) seeks such Loan Party reasonably expects to result in injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0001,000,000, or (vii) involves any material product recall; (c) upon a Loan Party obtaining knowledge thereof, any Lien (other than Permitted EncumbrancesLiens) or claim made or asserted against any of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 500,000 or more, whether or not covered by insurance; (e) within five Business Days of receipt thereof, any and all payment default notices and any material default notices received under or with respect to any material leased location or material public warehouse where Collateral in excess of $250,000 is located located; (which shall be delivered f) [Intentionally Omitted]; (g) within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness occurrence thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a any Loan Party has entered entering into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000thereto, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days)amendment; (ih) 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 Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000500,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent and each Lender prompt (and in any event within two (2) Business Days) written notice of the following: (a) the occurrence of any Default; (b) receipt the filing or commencement of any notice of any governmental investigation or any litigation action, suit or proceeding commenced by or threatened before any arbitrator or Governmental Authority against or affecting any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)or any Affiliate thereof that, (ii) seeks injunctive reliefif adversely determined, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would could reasonably be expected to have result in a Material Adverse Effect, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (vii) involves any product recall; (c) any Lien (other than Permitted Encumbrances) material change in accounting or claim made financial reporting practices by any Borrower or asserted against any of Subsidiary, including without limitation the Collateralmanner in which equipment is depreciated; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five Business Days); (i) 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 Borrowers and their Subsidiaries Loan Parties in an aggregate amount exceeding $2,000,000; and2,500,000; (e) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral; (f) any loss, damage, or destruction to the Collateral in the amount of $2,500,000 or more, whether or not covered by insurance; (g) 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 where Collateral having an aggregate value in excess of $2,500,000 is located; (h) 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 all agreements evidencing such Swap Agreement or amendment; (i) any amendment, supplement or other modification of any Second Lien Documents or any floor plan financing, together with a fully executed copy of such amendment, supplement or modification; (j) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (k) 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 (i) shall be in writing, (ii) shall contain a heading or a reference line that reads “Notice under Section 5.02 of the Sixth Amended and Restated ABL First Lien Credit Agreement dated April 1, 2021” and (iii) shall be accompanied by a statement of a 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 Representative Borrowers and Holdings will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (bi) any disclosure filed by any Loan Party with the SEC relating to any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (x) seeks damages in excess of $10,000,000, (y) seeks injunctive relief, or (z) alleges criminal misconduct by any Loan Party, or (ii) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation), (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (vii) alleges the material violation of any law regardingof, or seeks material remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (viiii) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000, or (viiiv) involves any product recall; (c) any Lien (other than Permitted EncumbrancesEncumbrances and Liens permitted under Section 6.02(k)) or claim made or asserted against any Inventory or Accounts of the Collateralany Loan Party; (d) any loss, damage, or destruction to the Collateral Inventory in the amount of $2,000,000 15,000,000 or more (or other Collateral in an amount of $25,000,000 or more), whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral Inventory is located (which shall be delivered within two Business Days after receipt thereof)alleging non-payment of rent or other amounts due in excess of one months’ rent to the relevant landlord or warehouseman or any other material default; (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documents, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement with a Lender or an Affiliate of a Lender that is intended to be secured by the Collateral or an amendment to a any such Swap Agreement with a notional amount greater than $5,000,000Lender or an Affiliate of a Lender, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days)) or such later time period as is acceptable to the Administrative Agent in the exercise of its Permitted Discretion; (ig) 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 Borrowers and their the Restricted Subsidiaries in an aggregate amount exceeding $2,000,0005,000,000; and (jh) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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. The Administrative Agent will promptly forward all notices received by it from the Loan Parties under this Section 5.02 to each of the Lenders, which communication may be made by delivery of hard copies, email or posting the information to an intranet or internet site or other electronic communication methods adopted by the Administrative Agent, and will provide notice to each such Lender of the posting of any such intranet, internet or other electronic communication.

Notices of Material Events. The Borrower Representative Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks injunctive reliefcould reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value involving claims or damages in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectinvolving claims or damages in excess of $2,500,000, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0002,000,000, or (vii) involves any product recall, to the extent that such product recall could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) any and all material default notices received under or with respect to any material leased location or material public warehouse where Collateral with a value in excess of $1,000,000 is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsspecify real estate leases where Collateral with a value in excess of $1,000,000 is located, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement other than, in each case, any Swap Agreement with a notional amount greater than $5,000,000either Agent, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) the occurrence of any ERISA Event that, alone Event; (i) any written notice given by the holder of any Indebtedness of any Loan Party in excess of $5,000,000 that any default exists with respect thereto; (j) receipt of any written notice that any Loan Party is subject to any investigation by any governmental entity with respect to any potential or together with alleged violation of any other ERISA Events applicable Environmental Law that have occurred, could reasonably be expected to result have a Material Adverse Effect or of imposition of any Lien against any Property of any Loan Party for any material liability with respect to damages arising from, or costs resulting from, any violation of any Environmental Laws; (k) unless otherwise permitted hereunder and under the other Loan Documents, any change in liability (i) such Loan Party’s name or type of entity, (ii) such Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, (iii) the location of its principal place of business or its jurisdiction of organization or formation, (iv) the location where any Export-Related Collateral is held or maintained, (v) the location where any Collateral (other than Export-Related Collateral) with an aggregate value in excess of $500,000 is held or maintained, or (vi) the location of any of the Borrowers and their Subsidiaries books or records related to the Collateral; provided that in an aggregate amount exceeding $2,000,000; andno event shall the Administrative Agent receive notice of such change less than ten days prior thereto with respect to clause (ii) or thirty days prior thereto with respect to the rest of this subparagraph; (jl) the opening of any new deposit account by any Loan Party with any bank or other financial institution other than either Agent; (m) any notice provided to the trustee or any holder of a 2004 Senior Subordinated Note under the 2004 Indenture or the 2004 Senior Subordinated Notes, such notice to be contemporaneously delivered by the Company to the Administrative Agent and the Lenders; (n) any notice provided to the trustee or any holder of a 2011 Senior Note under the 2011 Indenture or the 2011 Senior Notes, such notice to be contemporaneously delivered by the Company to the Administrative Agent and the Lenders; (o) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (p) any other matter as either Agent may reasonably request. Each notice delivered under this Section shall be accompanied by a statement of a 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 Representative will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)500,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value in excess of $5,000,000assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse EffectLaws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,000500,000, or (vii) involves any product recall; (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 $2,000,000 500,000 or more, whether or not covered by insurance; (e) any and all default notices received under or with respect to any material leased location or material public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsany real estate lease or other material agreements, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement with a notional amount greater than $5,000,000Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) 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 Borrowers Borrower and their its Subsidiaries in an aggregate amount exceeding $2,000,000500,000; and (ji) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower 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 Representative Borrowers will furnish to the Administrative Agent prompt written notice of the following: (a) the occurrence of any Default; (b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $5,000,000 (and such damages are not covered by insurance with respect to which the insurer has accepted coverage in writing subject to reservation)5,000,000, (ii) seeks injunctive reliefcould reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets with a value involving claims or damages in excess of $5,000,000, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws which would reasonably be expected to have a Material Adverse Effectinvolving claims or damages in excess of $2,500,000, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $10,000,0002,000,000, or (vii) involves any product recall, to the extent that such product recall could reasonably be expected to have a Material Adverse Effect; (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any material portion of the Collateral; (d) any loss, damage, or destruction to the Collateral in the amount of $2,000,000 1,000,000 or more, whether or not covered by insurance; (e) any and all material default notices received under or with respect to any material leased location or material public warehouse where Collateral with a value in excess of $1,000,000 is located (which shall be delivered within two Business Days after receipt thereof); (f) no later than five business days prior to the effectiveness thereof, all material amendments to the Term Loan Documentsspecify real estate leases where Collateral with a value in excess of $1,000,000 is located, together with a copy of each such amendment; (g) all material amendments to the Petro Acquisition Purchase Agreement and the Recapitalization Documents, together with a copy of each such amendment; (h) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement other than, in each case, any Swap Agreement with a notional amount greater than $5,000,000either Agent, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within five two Business Days); (ih) the occurrence of any ERISA Event that, alone Event; (i) any written notice given by the holder of any Indebtedness of any Loan Party in excess of $5,000,000 that any default exists with respect thereto; (j) receipt of any written notice that any Loan Party is subject to any investigation by any governmental entity with respect to any potential or together with alleged violation of any other ERISA Events applicable Environmental Law that have occurred, could reasonably be expected to result have a Material Adverse Effect or of imposition of any Lien against any Property of any Loan Party for any material liability with respect to damages arising from, or costs resulting from, any violation of any Environmental Laws; (k) unless otherwise permitted hereunder and under the other Loan Documents, any change in liability (i) such Loan Party’s name or type of entity, (ii) such Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, (iii) the location of its principal place of business or its jurisdiction of organization or formation, (iv) the location where any Export-Related Collateral is held or maintained, (v) the location where any Collateral (other than Export-Related Collateral) with an aggregate value in excess of $500,000 is held or maintained, or (vi) the location of any of the Borrowers and their Subsidiaries books or records related to the Collateral; provided that in an aggregate amount exceeding $2,000,000; andno event shall the Administrative Agent receive notice of such change less than ten days prior thereto with respect to clause (ii) or thirty days prior thereto with respect to the rest of this subparagraph; (jl) the opening of any new deposit account by any Loan Party with any bank or other financial institution other than either Agent; (m) any notice provided to the trustee or any holder of an Existing Senior Subordinated Note under the Existing Indenture or the Existing Senior Subordinated Notes, such notice to be contemporaneously delivered by the Company to the Administrative Agent and the Lenders; (n) any notice provided to the trustee or any holder of a New Senior Note under the New Indenture or the New Senior Notes, such notice to be contemporaneously delivered by the Company to the Administrative Agent and the Lenders; (o) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (p) any other matter as either Agent may reasonably request. Each notice delivered under this Section shall be accompanied by a statement of a 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.