Common use of Litigation and Other Notices Clause in Contracts

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, prompt written notice of the following: (a) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000a Material Adverse Effect; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Agent and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000a Material Adverse Effect; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, in a Material Adverse Effect; and (e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facility.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Agent and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,0007,500,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,0001,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, each Issuing Bank and each Lender prompt written notice of the following: (a) promptly after the Borrower obtains knowledge thereof, any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof thereof, as to which there is a reasonable likelihood of an adverse result and that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of thereof, any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (d) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,0002,500,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Sun or any Affiliate thereof Subsidiary with an amount in dispute (in the good faith judgment of Sun) in excess of $5,000,000 or that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Sun and the Subsidiaries in an aggregate amount exceeding $10,000,0005,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in Sun’s corporate rating by S&P, in Sun’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place Sun or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating Sun or the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Agent and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,0001,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the ratings of the Credit Facilities by S&P or Moody's, or any notice from either such agency indicating its intent xx xxxxct such a change or to place the Borrower or the Credit Facilities on a "CreditWatch" or "WatchList" or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, each Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000;5,000,000; 77 (d) any notice from S&P or Xxxxx’x indicating Moodx'x xxxicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after Moodx'x; (e) any modification of the Consent Decree that imposes additional obligations on the Borrower obtains knowledge of or any change in Subsidiary or otherwise adversely affects the rating established by S&P Borrower or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably requestany Subsidiary; and (ef) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, prompt Agent and each Lender written notice of the followingfollowing promptly upon any Responsible Officer of Holdings, Polo Holdings or the Borrower becoming aware thereof: (a) any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any known threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Holdings or any Subsidiary or Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Holdings and the Subsidiaries in an aggregate amount exceeding $10,000,0001,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in any Corporate Rating or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Agent and each Lender prompt written notice of the following: (a) promptly after the Borrower obtains knowledge thereof, any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof thereof, as to which there is a reasonable likelihood of an adverse result and that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of thereof, any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (d) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Term Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Term Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Term Facility.

Litigation and Other Notices. Furnish to the Administrative AgentAgent and each Lender prompt, for distribution to the Lenders, prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof of its Affiliates that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (d) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities; and (e) the occurrence of any ERISA Event that, alone or together with any other ERISA Event that has occurred, could reasonably be expected to result in liability of Holdings and the Subsidiaries in an aggregate amount exceeding $1,000,000.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, each Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Company and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x Mxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower Company or any of its Indebtedness assigned by S&P or Xxxxx’x Mxxxx’x and promptly after the Borrower Company obtains knowledge of any change in the rating established by S&P or Xxxxx’xMxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Agent and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the either Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (d) any change in either of the Borrowers’ corporate rating by S&P, in the Borrowers’ corporate family rating by Xxxxx’x or in the ratings of the Facility by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place either Borrower or the Facility on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrowers or the Facility; and (e) any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding US$10,000,000; any such notice delivered under this subsection (e) shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the applicable Borrower setting forth details as to such ERISA Event and the action, if any, that Holdings or such Borrower proposes to take with respect thereto.

Litigation and Other Notices. Furnish to the Administrative AgentAgent written notice, for distribution to the Lenderswithin two Business Days of any event described in clause (a) below and otherwise within five Business Days, prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any written notice received by the Borrower or any Subsidiary from Hxxxx, or provided by the Borrower or any Subsidiary to Hxxxx, pursuant to the P&T Agreement or the Contribution Agreement that (i) relates to a default or alleged default by any party under either such Agreement or (ii) could reasonably be expected to result in (A) the termination or suspension of the P&T Agreement or (B) a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, prompt written notice of the following: (a) i. any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) ii. the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) iii. 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 Subsidiaries in an aggregate amount exceeding $10,000,000; (d) iv. any notice from S&P or Xxxxx’x Moody’s indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x Moody’s and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’xMoody’s, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) v. any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Agent and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any written non-frivolous (as reasonably determined in good faith by a Responsible Officer of Holdings or the Borrower) threat or written non-frivolous (as reasonably determined in good faith by a Responsible Officer of Holdings or the Borrower) notice of intention of any Person person to file or commencecommence (in each case, that is actually received by a Responsible Officer of Holdings or the Borrower), any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (d) any change in Holdings’ corporate rating by S&P, in Holdings’ corporate family rating by Xxxxx’x or in the ratings of the Loans by S&P or Xxxxx’x, or any written notice actually received from either such agency indicating its intent to effect such a change or to place Holdings or the Loans on a “CreditWatch” or “WatchList” or any substantially similar list maintained by S&P or Xxxxx’x, in each case with negative implications, or its cessation of, or its intent to cease, rating Holdings or the Loans .

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to Agent (who shall promptly notify the Lenders, ) prompt written notice after obtaining knowledge thereof of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Borrower, the Subsidiaries and the Subsidiaries Affiliated Guarantors in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and (e) any notice of change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Mxxxx’x or in the ratings of the Credit Facilities by S&P or Mxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, prompt Issuing Bank and each Lender written notice of the followingfollowing promptly after such becomes known to any Responsible Officer: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,0002,500,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Agent and each Lender prompt written notice (and in no event later than five Business Days after obtaining knowledge thereof) of the following:following (except that the Borrower and the Restricted Subsidiaries will not be required to provide such written notice of any of the following to the extent such matter has been publicly announced or is publicly known and, in each case, is readily ascertainable by customary internet searches): (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,0001,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; (e) any change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower; and (f) any Triggering Event, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, each Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Guarantor or any Affiliate thereof of its Affiliates or any Other Applicant that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Guarantor and the its Subsidiaries in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x Mxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower Guarantor or any of its Indebtedness assigned by S&P or Xxxxx’x Mxxxx’x and promptly after the Borrower Guarantor obtains knowledge of any change in the rating established by S&P or Xxxxx’xMxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the LendersIssuing Lender, and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower such Credit Party or any Affiliate thereof that 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 liability of the Borrower and the Subsidiaries such Credit Party in an aggregate amount exceeding the Dollar Equivalent Amount of $10,000,0005,000,000; (d) any notice from S&P or Xxxxx’x Moody's indicating the possibility of an adverse change in the credit txx xxxxit ratings applicable to the Borrower Parent or any of its Indebtedness assigned by S&P or Xxxxx’x Moody's and promptly after the Borrower Parent obtains knowledge of any change axx xxxxge in the rating established by S&P or Xxxxx’xMoody's, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall xxxxx specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse EffectChange.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to Agent (who shall promptly notify the Lenders, ) prompt written notice after obtaining knowledge thereof of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Borrower, the Subsidiaries and the Subsidiaries Affiliated Guarantors in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and (e) any notice of change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Xxxxx’x or in the ratings of the Credit Facilities by S&P or Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,0001,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; and (e) any change in the ratings of the Credit Facilities by S&P or Moody's, or any notice from either such agency indicating its intent xx xxxxct such a change or to place the Borrower or the Credit Facilities on a "CreditWatch" or "WatchList" or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Credit Facilities.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to the Lenders, each Issuing Bank and each Lender prompt written notice of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Company and the Subsidiaries in an aggregate amount exceeding $10,000,0005,000,000; (d) any notice from S&P or Xxxxx’x Moody's indicating the possibility of an adverse change in the credit ratings crexxx xxxings applicable to the Borrower Company or any of its Indebtedness assigned by S&P or Xxxxx’x Moody's and promptly after the Borrower Company obtains knowledge of any change in chxxxx xx the rating established by S&P or Xxxxx’xMoody's, as applicable, with respect to the Debt Rating, a notice of such xx xxxx change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and; (e) any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Other Notices. Furnish to the Administrative Agent, for distribution to Agent (who shall promptly notify the Issuing Bank and the Lenders, ) prompt written notice after obtaining knowledge thereof of the following: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect; (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower Borrower, the Subsidiaries and the Subsidiaries Affiliated Guarantors in an aggregate amount exceeding $10,000,000; (d) any notice from S&P or Xxxxx’x indicating the possibility of an adverse change in the credit ratings applicable to the Borrower or any of its Indebtedness assigned by S&P or Xxxxx’x and promptly after the Borrower obtains knowledge of any change in the rating established by S&P or Xxxxx’x, as applicable, with respect to the Debt Rating, a notice of such change, which notice shall specify the new rating, the date on which such change was publicly announced, and such other information with respect to such change as the Administrative Agent may reasonably request; and (e) any development that has resulted in, or could would reasonably be expected to result in, a Material Adverse Effect; and (e) any notice of change in the Borrower’s corporate rating by S&P, in the Borrower’s corporate family rating by Mxxxx’x or in the ratings of the Credit Facilities by S&P or Mxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place the Borrower or the Credit Facilities on a “CreditWatch” or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to cease, rating the Borrower or the Credit Facilities.