Common use of Notices of Material Events Clause in Contracts

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

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

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for prompt delivery to each Lender prompt Lender) written notice of the followingfollowing promptly after any Financial Officer or other executive officer of the General Partner obtains knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could Restricted Subsidiary thereof which would reasonably be expected to result in a Material Adverse EffectChange; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Restricted Subsidiaries in an aggregate amount that would reasonably be expected to have a Material Adverse EffectChange; and (d) any other development (excluding matters including, but not limited to, a development of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borroweran environmental nature) that results in, or could would reasonably be expected to result in, a Material Adverse EffectChange. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower General Partner setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice (in any event, within 5 Business Days) upon any Responsible Officer of the Borrower obtaining actual knowledge thereof, of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any of its Affiliates that, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence 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 (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice (in any event, within five Business Days) upon any Responsible Officer of the Borrower obtaining actual knowledge thereof, of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any of its Affiliates that, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence 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 (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining knowledge of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiaries that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Effective Date, could would reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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

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

Notices of Material Events. Upon the Borrower becoming aware of any will promptly furnish written notice to Lender of the following, in each case accompanied by a written statement of a Responsible Officer setting forth the Borrower will furnish to the Administrative Agent and each Lender prompt written notice details of the followingevent or development requiring such notice and any action taken or proposed to be taken with respect thereto: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of Borrower, affecting the Borrower or any of its Affiliates thatwhich, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which Borrower (1) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (2) becomes subject to any Environmental Liability, (3) receives notice of any claim with respect to any Environmental Liability, or (4) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (e) the incurrence of any Indebtedness, including Indebtedness permitted under this Agreement; and (df) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following, in each case after it obtains knowledge thereof: (a) the occurrence of, or receipt by the Borrower of any Default or Event of written notice claiming the occurrence of, any Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatRestricted Subsidiary, if adversely determinedor any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent and the Lenders, that in each case could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice upon any Responsible Officer obtaining knowledge of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the followingWithin five Business Days after obtaining knowledge thereof, the Borrower Holdings will furnish to the Administrative Agent and (for further distribution by the Administrative Agent to each Lender prompt Lender) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Holdings or any of its Affiliates that, if adversely determined, could Subsidiary that in each case would reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of this Agreement or any other Loan Document; (c) 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, in either case, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, could would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economicthat has resulted, financial of political nature to the extent that they could not or would reasonably be expected to have a disproportionate effect on the Borrower) that results inresult, or could reasonably be expected to result in, in a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Parent Guarantor will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower Parent Guarantor or any of its Affiliates Subsidiary thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $25,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Parent Guarantor and its Subsidiaries in an aggregate amount exceeding $10,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer of Holdings or the Borrower obtains knowledge thereof: (a) the occurrence of any Event of Default or Event of Default; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against or affecting Holdings, the Borrower or any of its Affiliates that, if adversely determined, could the Subsidiaries which would reasonably be expected to result in have a Material Adverse Effect; (c) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance; (d) the occurrence of any ERISA Event that, alone or together with any all other ERISA Events that have occurredoccurred and are continuing, could would reasonably be expected to result in have a Material Adverse Effect; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatAffiliates, other than disputes in the ordinary course of business or, whether or not in the ordinary of business, if adversely determined, determined could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone individually or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and; (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, in a Material Adverse Effect; and (e) 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 Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon In addition to the Borrower becoming aware of any of the followingnotices required under Section 8.01 and Section 8.10(b), the Borrower will furnish to the Administrative Agent and each Lender prompt (and in any event within three (3) Business Days) written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;liability in excess of $1,000,000, not fully covered by insurance, subject to normal deductibles; and (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit suit, proceeding or proceeding investigation by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof, including pursuant to any applicable Environmental Laws, that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and; (d) any material change in accounting or financial reporting practices by Intermediate Holdings, the Borrower or any Subsidiary thereof; (e) [reserved]; (f) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (g) 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 setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower Company will furnish to the Administrative Agent Agents and each Lender prompt written notice of the followingthereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates that, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event or event that would be an ERISA Event if the Administrative Agent or the Required Lenders made the determination referred to in the definition of ERISA Event, in each case, that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $5,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or or, in the judgment of the Company, could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt promptly and, in any event, within five Business Days after acquiring knowledge thereof, written notice of the following: (a) the occurrence of any Default or Event of DefaultDefault and the action that the Borrower or any Restricted Subsidiary is taking or proposes to take with respect thereto; (b) the incurrence of any material liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) by the Borrower or any Restricted Subsidiary, other than such liabilities and obligations referenced in clauses (i) through (v) of Section 3.05; (c) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Restricted Subsidiary or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;Effect or that in any manner questions the validity of the Loan Documents; and (cd) 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 a Material Adverse Effect; and (d) unfunded liability of any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, Obligor resulting in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice of the followingfollowing promptly after the Borrower has Knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) the occurrence of any other development (excluding matters of a general economic, financial of political nature to the extent event that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, has resulted 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 of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information required to be delivered pursuant to clause (b), (c) or (d) of this Section 5.02 may be delivered electronically and shall be deemed to have been delivered electronically on the date on which documents containing such information are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System or any successor electronic filing system.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The U.S. Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer of the U.S. Borrower obtains knowledge thereof: (a) the occurrence of any Event of Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority or in arbitration, against or affecting the U.S. Borrower or any of its Affiliates thatthe Restricted Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, could would reasonably be expected to result in have a Material Adverse Effect;; and (c) (i) the occurrence of any ERISA Event that, alone or together with any all other ERISA Events that have occurredoccurred and are continuing, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not would reasonably be expected to have a disproportionate effect on the BorrowerMaterial Adverse Effect or (ii) that results inwith respect to a Foreign Plan, a termination, withdrawal or could non-compliance with applicable Law or plan terms occurs which would reasonably be expected to result in, have a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the U.S. Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer of the Company has knowledge thereof: (a) the occurrence of, or receipt by the Company of any Default or Event of written notice claiming the occurrence of, any Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates thatSubsidiary, if adversely determinedor any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Company to the Administrative Agent and the Lenders, that in each case could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, occurred could reasonably be expected to result in a Material Adverse Effect; and, or (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and for prompt further distribution to each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer obtains actual knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Ultimate Parent, the Borrower or any of its Affiliates that, if adversely determined, could Affiliate thereof that would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect; (d) the occurrence, with respect to any Foreign Benefit Arrangement or Foreign Plan of an event that, alone or together with any other events with respect to any Foreign Benefit Arrangement or Foreign Plan that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters that would be materially likely, in the reasonable judgment of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after an executive officer has knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $2,500,000; (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) at any time on or prior to the Conversion Date, the occurrence (or impending occurrence) of the Borrower’s conversion from a limited liability company to a corporation. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice (in any event, within five Business Days) upon any Responsible Officer of the Borrower obtaining actual knowledge thereof, of the following: : (a) the occurrence of any Default or Event of Default; ; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Loan Party or any of its Affiliates that, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; ; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) the occurrence 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 (e) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice notice, after an Authorized Officer becomes aware of such event, of the followingfollowing events: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any Affiliate (or any adverse change or development in any such action, suit, investigation or proceeding) thereof that, in the good faith judgment of its Affiliates thatthe Company, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters including the incurrence or imposition of a general economicEnvironmental Liability) that, financial in the good faith judgment of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that Company, results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Defaultwhich the Borrower has knowledge; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectChange; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters liability of a general economic, financial of political nature to the extent Borrower and its Subsidiaries in an aggregate amount that they could not reasonably be expected to have a disproportionate effect Material Adverse Change; (d) unless otherwise available on the XXXXX, material press releases pertaining to Borrower and press releases relating to financial matters pertaining to Borrower; and (e) any other development (including, but not limited to, a development of an environmental nature) that results in, or could reasonably be expected to result in, a Material Adverse EffectChange. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower General Partner setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following, in each case after it obtains knowledge thereof: (a) the occurrence of, or receipt by the Borrower of any Default or Event of written notice claiming the occurrence of, any Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatSubsidiary, if adversely determinedor any adverse development in any such pending action, suit or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent and the Lenders, that in each case could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Second Amendment Effective Date, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $7,500,000; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and Agent, which shall furnish to each Lender Lender, prompt written notice of the following: (a) the occurrence of any Default or Event of Defaultwhich any Responsible Officer of the Borrower obtains knowledge; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $75,000,000; and (d) prior to the Investment Grade Covenants Date, any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Effect Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of the greater of $500,000 or two and one half percent (2.5%) of the then effective Conforming Borrowing Base, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding the greater of $500,000 or two and one half percent of the then effective Conforming Borrowing Base; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company 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 following an Authorized Officer becoming aware of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement receipt of any action, suit notice of any investigation by a Governmental Authority or any litigation or proceeding by commenced or before threatened against any arbitrator or Governmental Authority against or affecting the Borrower Loan Party or any of its Affiliates thatSubsidiary that (i) results in, if adversely determined, or could reasonably be expected to result in, a liability to the Company and its Subsidiaries in excess of $25,000,000, (ii) seeks injunctive relief that results in, or could reasonably be expected to result in, a Material Adverse Effect, or (iii) alleges criminal misconduct by any Loan Party or any Subsidiary that results in, or could reasonably be expected to result in, a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $25,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial 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. Upon the Borrower becoming aware of any of the following, the Borrower The Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the followingLender: (a) within five (5) Business Days after any Financial Officer becomes aware of the occurrence of any Default or Event Default, written notice of such Default; (b) promptly after a Financial Officer knows of the filing or commencement thereof, written notice of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the any Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) prompt written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of any Borrower and its Subsidiaries in an aggregate amount exceeding $2,000,000; and (d) prompt written notice of any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the US Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice upon any Responsible Officer obtaining knowledge of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.. 731105340 11299570 86 Revolving Credit Agreement

Notices of Material Events. Upon the Borrower becoming aware of any of the following, STX and the Borrower will furnish furnish, promptly upon STX’s or the Borrower’s obtaining knowledge thereof, to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting STX, the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in material liability of STX, the Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole; (d) the occurrence of any change to the Issuer Ratings by S&P, Xxxxx’x or Fitch; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of STX or the Borrower Borrower, as applicable, setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon The Company and the Borrower becoming aware of any of the following, the Borrower Borrowing Subsidiaries will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $15,000,000; and (d) the failure by the Company or any Subsidiary to make any rental or other required payment (which has not been cured) in respect of any facility at which Eligible Inventory is stored; and (e) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender Lender, which delivery may be electronic to the extent permitted in Section 6.01, prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Credit Party or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $5,000,000; (d) any written notice or written claim to the effect that any Credit Party is or may be liable to any Person as a result of the release by any Credit Party, or any other Person of any Hazardous Materials into the environment, which could reasonably be expected to have a Material Adverse Effect; (e) any written notice alleging any violation of any Environmental Law by any Credit Party, which could reasonably be expected to have a Material Adverse Effect; and (df) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender Bank prompt written notice of the followingfollowing promptly after the same becomes known to an Executive Officer: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) receipt of any claim made by a Person, including any Governmental Authority, asserting that the Borrower or any Subsidiary is in violation of any Environmental Law, or the occurrence of any event which could give rise to an Environmental Liability, in each case if the effect thereof could reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Company will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default or Event of DefaultDefault known to any Responsible Officer of the Company; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and; (d) 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 (e) any other development (excluding matters known by a Responsible Officer of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) Company that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $15,000,000; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the BorrowerBorrower or any of its Subsidiaries) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default or Event (unless the Borrower first became aware of Defaultsuch Default from a notice delivered by the Administrative Agent); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;; 767537780 107 (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Effective Date, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the BorrowerBorrower and its Subsidiaries, taken as a whole) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or any Event of Default; (b) the filing or commencement of, or, to the knowledge of the Borrower, any threat or notice of intention of any Person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity by or before any arbitrator or Governmental Authority (i) against or affecting the Borrower or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or (ii) with respect to any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding the Threshold Amount; andor (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) Promptly upon becoming aware of the occurrence existence of any Default condition or Event of event that constitutes a Default, written notice thereof specifying the nature and duration, thereof and the action being or proposed to be taken with respect thereto; (b) the filing or commencement Promptly upon becoming aware of any action, suit litigation or proceeding of any investigative proceedings by or before any arbitrator or a Governmental Authority commenced or threatened against or affecting the Borrower or any of its Affiliates thatSubsidiaries of which they have notice, if adversely determined, the outcome of which could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect Material Adverse Effect on the BorrowerBorrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and (c) Promptly after any occurrence or after becoming aware of any condition affecting the Borrower or any Subsidiary that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon The Holding Companies and the Borrower becoming aware of any of the following, the Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Financial Officer or other executive officer of any of the Holding Companies or Borrowers obtains knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any of the Borrower Holding Companies, the Borrowers or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability to any of the Holding Companies, the Borrowers or the Subsidiaries in an aggregate amount exceeding $5,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of each of the Borrower Holding Companies or the 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. Upon the Borrower becoming aware of any of the following, the Borrower The Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the any Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrowers and its Subsidiaries in an aggregate amount exceeding $100,000; (d) the initiation by any party of any delicensure proceedings affecting any of the Borrowers' facilities (which notice shall be furnished within three days after such initiation); and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the each Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of the greater of $1,000,000 or two and one half percent (2.5%) of the then effective Conforming Borrowing Base, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding the greater of $1,000,000 or two and one half percent of the then effective Conforming Borrowing Base; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any will promptly furnish written notice to Lender of the following, in each case accompanied by a written statement of a Responsible Officer setting forth the Borrower will furnish to the Administrative Agent and each Lender prompt written notice details of the followingevent or development requiring such notice and any action taken nor proposed to be taken with respect thereto: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of Borrower, affecting the Borrower or any of its Affiliates thatwhich, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which Borrower (1) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (2) becomes subject to any Environmental Liability, (3) receives notice of any claim with respect to any Environmental Liability, or (4) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (e) the incurrence of any Indebtedness, including Indebtedness permitted under this Agreement; and (df) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Indesco and each Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default, and with respect to the Indenture Event, any demand for payment of Subordinated Debt, or the acceleration thereof, or any exercise of remedies or rights with respect thereto; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Indesco, any Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) the receipt of any material notice or other material communication from the Securities Exchange Commission; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after the same becomes known to an Executive Officer: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) receipt of any claim made by a Person, including any Governmental Authority, asserting that the Borrower or any Subsidiary is in violation of any Environmental Law, or the occurrence of any event which could give rise to an Environmental Liability, in each case if the effect thereof could reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and; (d) any change in the articles of incorporation or bylaws (or other development organizational documents) of any Loan Party or any Subsidiary (excluding matters of a general economic, financial of political nature to the extent that they could such change is not reasonably be expected to have a disproportionate effect on prohibited by Section 6.09) or in the BorrowerAuthorized Representatives of any Loan Party; and (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon Promptly upon a responsible officer of the Borrower becoming aware of any of the followingobtaining actual knowledge thereof, the Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice of the following: (a) 5.2.1. the occurrence of any Default or Event (unless the Borrower first became aware of Defaultsuch Default from a notice delivered by the Administrative Agent); (b) 5.2.2. the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatSignificant Subsidiaries that has a reasonable likelihood of being adversely determined and which, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) 5.2.3. 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 a Material Adverse Effect; and (d) 5.2.4. any other development (excluding matters of a general economic, financial of or political nature to the extent that they could would not reasonably be expected to have a disproportionate effect on the Borrower) that results has resulted in, or could reasonably would be expected materially likely 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 of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.[[6408684]]

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender through the Administrative Agent) prompt written notice of the followingfollowing promptly after any Responsible Officer of the Borrower obtains notice thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could Subsidiaries that couldwould reasonably be expected to result in inhave a Material Adverse Effect; (c) within three Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, could would reasonably be expected to result in inhave a Material Adverse Effect; (d) within five Business Days after any public announcements regarding a change in the Debt Rating; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could couldwould reasonably be expected to result ininhave, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default or Event (unless the Borrower first became aware of Defaultsuch Default from a notice delivered by the Administrative Agent); (b) the filing or commencement of any action, suit or proceeding proceedingProceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the The Borrowers (or Borrower becoming aware of any of the following, the Borrower Representative) will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Defaultand/or any non-compliance with Section 8.13(b); (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT against or affecting the Parent, any Borrower or any of its Affiliates Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $2,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of any Credit Party in an aggregate amount exceeding $2,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower 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. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender Bank prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any investigation, action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Borrower, the Guarantor or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; and (d) the occurrence of any event which could materially, and adversely effect the Borrower’s ability to collect any of the Obligations or the Bank’s interest in the Collateral or the cash proceeds therefrom; and (e) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details a 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. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice upon any Responsible Officer obtaining knowledge of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;; 101 Revolving Credit Agreement (c) the occurrence of any ERISA Event that, alone along or together with any other ERISA Events that have occurredoccurred after the Effective Date, could reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $25,000,000. (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and for distribution to each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. For the purposes of this Section 5.02, the public filing by the Borrower of any materials with the SEC shall be deemed to constitute written notice of the contents of such materials to the Administrative Agent.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (for distribution to each Lender through the Administrative Agent) prompt written notice of the followingfollowing promptly after any Responsible Officer of the Borrower obtains notice thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; (c) within three Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred or are reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; (d) within five Business Days after any public announcements regarding a change in the Debt Rating; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a written statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower The Borrowers will, promptly after becoming aware of any of the followingsame, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the either Borrower or any of its their Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, results in, or could reasonably be expected to result in in, a Material Adverse Effect; andor (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) within three (3) Business Days after an executive officer of Borrower or a Financial Officer has actual knowledge thereof, the occurrence of any Default or Event of Default; (b) promptly upon having actual knowledge thereof, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) promptly upon having actual 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 a Material Adverse Effect; and (d) within three (3) Business Days after an executive officer of Borrower or a Financial Officer has actual knowledge thereof, any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of Promptly after any of the following, the Borrower will furnish Loan Party has obtained Knowledge thereof give notice to the Administrative Agent and each Lender prompt written notice of the followingof: (a) the occurrence of any Default or Event of Default; (b) the filing any (i) default or commencement event of default under any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Contractual Obligation of the Borrower or any of its Affiliates thatSubsidiaries or (ii) litigation, investigation or proceeding that may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to result in have a Material Adverse Effect; (c) the occurrence of any ERISA Event thator Foreign Plan Event, alone or together with any other ERISA Events that have occurred, could in each case which is reasonably be expected likely (in the Borrower’s reasonable judgment) to result in a Material Adverse Effectliability in excess of $75,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent or event that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, has had or could reasonably be expected to result in, have a Material Adverse Effect. Each notice delivered under pursuant to this Section 5.4 shall be accompanied by a statement of a Financial Responsible Officer, in their capacity as such Responsible Officer or other executive officer of the Borrower Borrower, setting forth the details of the event or development requiring such notice occurrence referred to therein and any stating what action taken or proposed it proposes to be taken take with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will immediately furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the occurrence of any default or event of default under any material contractual obligation of the Borrower or any of its Subsidiaries; (c) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting (i) the Borrower or any of its Affiliates or (ii) any of the Obligors that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (cd) any order, judgment or decree having been entered against (i) the Borrower or any of its Subsidiaries or (ii) any of the Obligors, which could reasonably be expected to have a Material Adverse Effect; (e) 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 have a Material Adverse Effect; and (df) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of the greater of $175,000 or two and one half percent (2.5%) of the then effective Borrowing Base, not fully covered by insurance, subject to normal deductibles; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding the greater of $175,000 or two and one half percent of the then effective Borrowing Base; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Financial Officer or executive officer of Holdings, the Borrower or any Subsidiary obtains knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Parent, Holdings, the Borrower or any Affiliate thereof that involves a reasonable possibility of its Affiliates thatan adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any B&C Interruption; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and, in the case of clauses (a) and each Lender prompt (e) below, the Issuing Banks Agent, promptly after any Financial Officer or other executive officer of the Borrower becomes aware thereof, written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting affecting, the Borrower or any of its Affiliates Subsidiary that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect; andliability of the Borrower and the Subsidiaries in an aggregate amount exceeding $25,000,000; (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) event or occurrence that results in, or could would reasonably be expected to result in, a Material Adverse Effect; and (e) the occurrence of any Viacom Beneficiary Cash Collateral Release. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of determination by the Borrower that any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatAffiliate thereof, whether newly commenced or ongoing could, if adversely determined, could in the good faith opinion of the Borrower reasonably be expected to result in a Material Adverse Effect; (c) immediately upon becoming aware of the occurrence thereof, notice of the suspension or expulsion of ITG from membership in the NASD; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $1,000,000, and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any will promptly furnish written notice to Lender of the following, in each case accompanied by a written statement of a Responsible Officer setting forth the Borrower will furnish to the Administrative Agent and each Lender prompt written notice details of the followingevent or development requiring such notice and any action take nor proposed to be taken with respect thereto: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or or, to the knowledge of Borrower, affecting the Borrower or any of its Affiliates thatwhich, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any event or any other development by which Borrower (1) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (2) becomes subject to any Environmental Liability, (3) receives notice of any claim with respect to any Environmental Liability, or (4) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (d) the occurrence of any ERISA Event thatthat alone, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (e) the incurrence of any Indebtedness, including Indebtedness permitted under this Agreement; and (df) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower The Credit Parties will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Credit Party or any of its Affiliates that, if adversely determined, Affiliate that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event related to the Plan of any Credit Party or knowledge after due inquiry of any ERISA Event related to a Plan of any other ERISA Affiliate that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Credit Parties in an aggregate amount exceeding $100,000; (d) the existence of any Lien on any Property or Asset of the Credit Parties other than a Material Adverse EffectPermitted Lien; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 7.2 shall be accompanied by a statement of a Designated Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon BC Holdings and the Borrower becoming aware of any of the following, the BC Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after any Financial Officer or other executive officer of either BC Holdings or the BC Borrower obtains knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any of BC Holdings, the BC Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability to any of BC Holdings, the BC Borrower or the Subsidiaries in an aggregate amount exceeding $5,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of BC Holdings or the BC Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and for prompt further distribution to each Lender prompt written notice of the followingfollowing promptly after any Responsible Officer obtains actual knowledge thereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in a Material Adverse Effect; (d) the occurrence, with respect to any Foreign Benefit Arrangement or Foreign Plan of an event that, alone or together with any other events with respect to any Foreign Benefit Arrangement or Foreign Plan that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (de) any other development (excluding matters that would be materially likely, in the reasonable judgment of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; (d) the occurrence of any amendment, change, supplement or other modification of the Investment Policies in any manner that is, or that could reasonably be expected to be, materially adverse to the Lenders in any respect; and (de) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender Lender, which delivery may be electronic to the extent permitted in Section 6.01, prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower any Credit Party or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $25,000,000; (d) any written notice or written claim to the effect that any Credit Party is or may be liable to any Person as a result of the release by any Credit Party, or any other Person of any Hazardous Materials into the environment, which could reasonably be expected to have a Material Adverse Effect; (e) any written notice alleging any violation of any Environmental Law by any Credit Party, which could reasonably be expected to have a Material Adverse Effect; and (df) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and and(which shall promptly furnish to each Lender Lender) prompt written notice of the following: (a) promptly after any senior executive officer of the Borrower obtains knowledge thereof, the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatRestricted Subsidiaries, if adversely determinedother than disputes in the ordinary course of business or, whether or not in the ordinary of business, disputes involving amounts exceeding $10,000,000that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone individually or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of DefaultDefault hereunder); (b) the filing or commencement of(or threat in writing of the filing or commencement) of, or any material development in, any action, suit suit, claim, dispute or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, (i) pertains to, or arises in connection with, this Agreement, any of the Loan Documents or any of the Transactions, or (ii) if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $2,500,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect.; and (e) its electing to use the relief offered by Release No. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto33837.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Restricted Subsidiary thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Lenders that, if adversely determined, could reasonably be expected to result in a Material Adverse Effectliability in excess of $10,000,000; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and the Restricted Subsidiaries in an amount exceeding $5,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon Limited and the Borrower becoming aware of any of the following, the Borrower --------------------------- will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Limited, the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of Limited, the Borrower and its Subsidiaries in an aggregate amount exceeding (i) at any time prior to the Investment Grade Date, $50,000,000 and (ii) at any time on or after the Investment Grade Date, $100,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice notice, within the respective time frames noted below, of the following: (a) Promptly (and any event within two (2) Business Days) thereafter, the occurrence of any Default or Event of Default; (b) Promptly (and any event within five (5) Business Days) thereafter, the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) Promptly (and any event within five (5) Business Days) thereafter, 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 a Material Adverse EffectEvent; and (d) Promptly (and any event within five (5) Business Days) thereafter, any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and (which the Administrative Agent shall promptly distribute to each Lender Lender) prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates thatAffiliate thereof that could reasonably be expected to be adversely determined and, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect, written notice of which will be provided as soon as possible and in any event within thirty (30) days after the Borrower knows that any ERISA Event has occurred with respect to any Plan; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of, or receipt by Holdings or the Borrower of any Default or Event of written notice claiming the occurrence of, any Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any of its Affiliates that, if adversely determined, Subsidiary that could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; andliability of Holdings, the Borrower and the Subsidiaries in an aggregate amount of $25,000,000 or more; (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower Company will furnish to the Administrative Agent Agents and each Lender prompt written notice of the followingthereof: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower Company or any of its Affiliates that, if adversely determined, Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event or event that would be an ERISA Event if the Administrative Agent or the Required Lenders made the determination referred to in the definition of ERISA Event, in each case, that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Company and its Subsidiaries in an aggregate amount exceeding $5,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or or, in the judgment of the Company, could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Company setting forth the details of the 48 event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice upon any Responsible Officer obtaining actual knowledge of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the First Amendment Effective Date, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $7,500,000; and (d) any other development (excluding matters of a general economic, financial of or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any of the following, the The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default (or Event of any “Default” under, and as defined in, the Existing IMC Credit Agreement); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof as to which there is a reasonable possibility of its Affiliates an adverse determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Borrower and its Subsidiaries in an aggregate amount exceeding $15,000,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement on behalf of the Borrower of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon the Borrower becoming aware of any Each of the followingBorrower, the Borrower Guarantor and the Covenant Parties will furnish to the Administrative Agent and each Lender prompt written notice of the following: (a) the occurrence of any Default or Event of DefaultDefault (delivered no later than five Business Days after such occurrence); (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any of the Borrower Borrower, the Guarantors or the Covenant Parties or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effectliability of the Consolidated Group in an aggregate amount exceeding $500,000; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 6.2 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. Upon To the extent such Borrower becoming becomes aware of any of the following, the such Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following, promptly (and in any event within ten (10) Business Days) after the occurrence thereof: (a) the occurrence of any Default or Event of DefaultDefault not previously notified to such Borrower by the Administrative Agent; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the such Borrower or any of its Affiliates Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (d) any other development (excluding matters of a general economic, financial of political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the applicable Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.