Common use of Events of Default, Etc Clause in Contracts

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to Company or any Subsidiary of Company or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to Company or any Subsidiary of Company or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to Company or any Subsidiary of Company or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' ’ Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly Promptly upon any Responsible Officer officer, director (other than any director designated by the Purchaser) or employee of such Company or any Borrower obtaining actual knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (bi) that any Person has given any written notice to such Company or any Subsidiary of Company its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in subsection 7.2Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, or (ciii) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate officer’s certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action such Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, (c) of any change in Company’s independent certified accountants, any changes in Company’s Organizational Documents, or any restatement of Company’s financial statements or (cd) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower either Credit Agreement Party obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company either Credit Agreement Party or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the t he aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower other Loan Party has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Parent or Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Parent or Company or any Subsidiary of Company Company's Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Parent or Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company Holdings or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, (c) of any change in the independent certified public accountants of Holdings or any of its Subsidiaries or (cd) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer senior officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Holdings or Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company Holdings or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Holdings or Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon (but not later than five Business Days after) any Responsible Executive Officer of Company or any Borrower obtaining knowledge (ai) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (bii) that any Person has given any notice to Company Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2Section 8.1(e), or (ciii) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company Borrower or such Borrower any of its Subsidiaries, as applicable, has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly Promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (ai) of any condition or event which that constitutes an Event of a Potential Default or Potential an Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Potential Default or Event of Default or Potential Event of Default under this AgreementDefault, (bii) that any Person has given any notice to Company or any Subsidiary of Company or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection SECTION 7.2, or (ciii) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event, or eventchange, or specifying the notice given or action CREDIT AGREEMENT taken by any such holder or Person and the nature of such claimed defaultPotential Default, Event of Default, Potential Event of Defaultdefault, event event, or condition, and what action Company or such Borrower has taken, is taking taking, and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower ----------------------- obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (aA) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (bB) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (cC) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, condition and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (a) of any that a condition or event which that constitutes an Event of Default or Potential Event of DefaultDefault has occurred and is continuing, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, 8.2 or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Holdings, Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2Section 10.1(b), or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate of Borrower specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, condition and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly Promptly upon any Responsible Officer officer of the Company or any Borrower obtaining knowledge (ai) of any condition or event which that constitutes an Event of a Default or Potential an Event of Default, or becoming aware that any Lender or Administrative the Collateral Agent has given any notice or taken any other action with respect to a claimed Default or Event of Default or Potential Event of Default under this Agreementor, (bii) that any Person has given any notice to the Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2Section 11(f), or (ciii) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed defaultDefault, Event of Default, Potential Event of Defaultdefault, event or condition, and what action the Company or such Borrower its Subsidiaries, as applicable, has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the t he aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company Borrower or such Borrower other Loan Party has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower Credit Party obtaining knowledge (ai) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent Holder has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (bii) that any Person has given any notice to SGC, Company or any Subsidiary of Company their respective Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, or (ciii) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action SGC, Company or such Borrower has and their respective Subsidiaries have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any the Borrower obtaining knowledge (aA) of any condition or event which that constitutes an Event of Default or a Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (bB) that any Person has given any notice to Company the Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, 8.2 or (cC) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) Table of Contents that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, condition and what action Company or such the Borrower has have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any notice to Company or any Subsidiary of Company its Restricted Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, (c) of any change in Company’s independent certified accountants, any changes in Company’s Organizational Documents, or any restatement of Company’s financial statements or (cd) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer senior officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;; and

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower obtaining knowledge (aA) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (bB) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, 8.2 or (cC) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, condition and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any the Borrower obtaining knowledge (aA) of any condition or event which that constitutes an Event of Default or a Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (bB) that any Person has given any notice to Company the Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, 8.2 or (cC) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, condition and what action Company or such the Borrower has have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. promptly upon (but not later than five Business Days after) any Responsible Executive Officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower any of its Subsidiaries, as applicable, has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any other Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer’s Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such other Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer ----------------------- of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of a Default or Potential an Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Default or Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, evidences or would could be reasonably be expected to give rise tocause, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed defaultDefault, Event of Default, Potential Event of Defaultdefault, event or condition, and what action Company (or such Borrower applicable Subsidiary) has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly Promptly (but in any event within three (3) Business Days thereof) upon any Responsible Officer officer of Company a Credit Party or any Borrower of its Subsidiaries obtaining knowledge (ai) of any condition or event which that constitutes an Event of a Default or Potential an Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Default or Event of Default or Potential Event of Default under this AgreementDefault, (bii) that any Person has given any notice to Company the Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, Section 7.1(b) or (ciii) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' ’ Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Default or Event of Default, Potential Event of Defaultdefault, event or condition, and what action Company or such Borrower has the Credit Parties have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any ----------------------- Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has 108 given any notice to Company Borrower or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company Holdings or any Borrower of its Material Subsidiaries obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to the Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company Holdings or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.28.2, (c) of any condition or event required to be disclosed in a current report filed by Holdings or any of its Subsidiaries with the Securities and Exchange Commission on Form 8-K under the Exchange Act, or (cd) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Officer's Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action the Company or such Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer officer of Company or any the Borrower obtaining knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other affirmative action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company or any Subsidiary of Company the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such the Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Specified Officer of Company or any Borrower Loan Party obtaining knowledge (a) of any that a condition or event which that constitutes an Event of Default or Potential Event of DefaultDefault has occurred and is continuing, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that any Person has given any notice to Company Holdings or any Subsidiary of Company its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in subsection 7.2, 8.2 or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower the relevant Loan Party has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. promptly upon any Responsible Officer of Company or any Borrower obtaining actual knowledge (a) of any condition or event which that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice (other than to Administrative Agent) or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this AgreementDefault, (b) that of any Person has given any notice to Company or any Subsidiary of Company or taken any other action with respect to a claimed default condition or event or condition that would be required to be disclosed in a current report filed by Company with the Securities and Exchange Commission on Form 8-K (Items 1, 2, and 4 of such Form as in effect on the type referred date hereof) if Company were required to in subsection 7.2file such reports under the Exchange Act, or (c) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence of any such condition condition, event or eventchange, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Borrower has taken, is taking and proposes to take with respect thereto;