Common use of Material Occurrences Clause in Contracts

Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (e) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Within three (3) Business Days of obtaining knowledge thereof, notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any of the Senior Notes or Subordinated IndebtednessIndebtedness Documents; (dc) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or Subsidiary thereof as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness of more than $1,000,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (gf) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the such Loan Parties propose Party proposes to take with respect thereto.

Material Occurrences. Immediately Promptly, and in any event with three Business Days, notify the Agent in writing upon the occurrence of: of (a) any Event of Default or Default; , (b) any default or event of default under the Senior Notes any Material Business Agreement which has or any Subordinated Indebtedness; could reasonably be expected to have a Material Adverse Effect, (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party Parent and its consolidated Subsidiaries on a consolidated basis as of the date of such statements; , (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group Subsidiary thereof to a tax imposed by Section 4971 of the Internal Revenue Code; , (fe) each and every default by any such Loan Party or such Subsidiary which might could reasonably be expected to result in the acceleration of the maturity of any Material Indebtedness with an outstanding principal amount exceeding Two Million Five Hundred Thousand Dollars ($2,500,000), including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; , and (gf) any other development in the business or affairs of any such Loan Party, Party or such Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case as case, to clauses (a) through (g) of this Section 9.5the extent permitted by applicable law, describing the nature thereof and the action the such Loan Parties propose Party or such Subsidiary proposes to take with respect thereto.

Material Occurrences. Immediately The Borrower shall promptly notify Agent and Purchasers in writing upon the occurrence of: of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Loan Note Party as of the date of such statements; (e) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fc) each and every default by any Loan Note Party or any Subsidiary which might result in the acceleration of the maturity of any Material Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (gd) any other development in the business or affairs of any Loan Party, Note Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties such Note Party or such Subsidiary propose to take with respect thereto.

Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (ai) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (dii) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (eiii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Specified Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fiv) each and every default by any Specified Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (v) the occurrence of a termination of, or the receipt by the Loan Party of any notice of the termination of any one or more Material Contract of any Loan Party and (gvi) any other development in the business or affairs of any Loan PartyBorrower, any Guarantor or any of their Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes CMP Subordinated Payable Documentation, or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or CMP Subordinated IndebtednessPayable Documentation; (dc) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any the Loan Party Parties as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any the Loan Party or any member of the Controlled Group Parties to a tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (gf) any other development in the business or affairs of any Loan PartyParty or CMP, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Upon Borrower’s knowledge thereof, promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Senior Notes or any Subordinated IndebtednessTerm Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), the financial condition or operating results of any the Loan Party Parties as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a material tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might could reasonably be expected to result in the acceleration of the maturity of any Material Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness, and the amount of such Indebtedness; and (gf) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the such Loan Parties propose Party proposes to take with respect thereto.

Material Occurrences. Immediately Upon Borrower’s knowledge thereof, promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default, specifying the nature of such Default or Event of Default, including the anticipated effect thereof; (b) any default or event of default under any of the Senior Notes or any Subordinated IndebtednessRevolving Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), the financial condition or operating results of any the Loan Party Parties as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a material tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might could reasonably be expected to result in the acceleration of the maturity of any Material Indebtedness in excess of $500,000, including the names and addresses of the holders of such Indebtedness, and the amount of such Indebtedness; and (gf) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the such Loan Parties propose Party proposes to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (ec) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party in respect of any Indebtedness which, individually or when aggregated, exceeds the Materiality Threshold which might could reasonably be expected to result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) the termination (or receipt of notice of pending termination) of any Material Agreement; and (gf) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the that Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly (but in any event within five (5) Business Days thereafter) notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or any Subsidiary of any Loan Party as of the date of such statements; (ec) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member Subsidiary of the Controlled Group any Loan Party to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, Party or any Subsidiary of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties or such Subsidiaries propose to take with respect thereto.

Material Occurrences. Immediately Promptly (but in any event within five (5) Business Days thereafter) notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or any Subsidiary of any Loan Party as of the date of such statements; (ec) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member Subsidiary of the Controlled Group any Loan Party to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, Party or any Subsidiary of any Loan Party which could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties or such Subsidiaries propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (except for changes in GAAP or in the application of GAAP to which the Loan Parties’ independent certified public accountants concur), the financial condition or operating results of any Loan Party as of the date of such statements; (ec) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party which might would result in the acceleration of the maturity of any Material material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, which could would reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (ge) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated IndebtednessUnsecured Debt Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated IndebtednessUnsecured Debt Documentation; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness for Money Borrowed in a principal amount in excess of $100,000, including the names and addresses of the holders of such Indebtedness for Money Borrowed with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such IndebtednessIndebtedness for Money Borrowed; and (g) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (ec) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) any default or event of default under any document or instrument evidencing the Specified Indebtedness; and (gf) any other development in the business or affairs of any Loan PartyParty or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any default or event of default under the Senior Notes or any Subordinated Indebtedness; Term Loan Documents, (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Material Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Material Indebtedness; (f) [reserved]; (g) [reserved] and (gh) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly (but in any event within five (5) Business Days thereafter) notify Agent the Lender in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent the Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or any Subsidiary of any Loan Party as of the date of such statements; (ec) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member Subsidiary of the Controlled Group any Loan Party to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, Party or any Subsidiary of any Loan Party which could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties or such Subsidiaries propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default with such notice stating that it is a "Notice of Default"; (b) any event of default under the Senior Notes or any Subordinated IndebtednessFirst Lien Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated IndebtednessFirst Lien Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue CodeIRC, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue CodeIRC; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately notify Agent and Lenders in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Term DIP Loan Documents, the 2024 Convertible Notes or Subordinated Indebtednessand/or the 2026 Convertible Notes; (dc) any event, development or circumstance whereby any financial statements or other reports provided furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (gf) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Collateral Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Collateral Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party Parties as of the date of such statements; (ec) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by Loan Parties, or any Loan Party of them, which might would be reasonably likely to result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of Loan Parties, or any Loan Partyof them, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (ec) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness which could result in an Event of Default, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (ge) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly, and in any event within two (2) Business Days, notify Administrative Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Secured Notes Documents, the Revolving Loan Documents or any Subordinated Indebtednessthe Unsecured Notes Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Secured Notes Documents, the Revolving Loan Documents or Subordinated Indebtednessthe Unsecured Notes Documents; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable), the financial condition or operating results of any Loan Party as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Loan Party which might result in would allow the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Material Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) any claims, individually or in the aggregate at any one time, in excess of $2,000,000 made under any Bonding Arrangement; and (gh) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the consolidated financial condition or operating results of any Loan Party Borrower as of the date of such statements; (ec) any accumulated retirement plan funding deficiency whichthat, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Credit Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party which Borrower that might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, which Credit Party that could reasonably be expected to have a Material Adverse EffectEffect and including, in any event, any revocation, intended revocation, non-renewal or intended non-renewal of any Contract; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose such Credit Party proposes to take with respect thereto.

Material Occurrences. Immediately Promptly (but in any event within five (5) Business Days thereafter) notify Agent in writing upon the occurrence of: (aof lxvi) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (dlxvii) any event, development or 125 circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or any Subsidiary of any Loan Party as of the date of such statements; (elxviii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member Subsidiary of the Controlled Group any Loan Party to a tax imposed by Section 4971 of the Internal Revenue Code; (flxix) each and every default by any Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (glxx) any other development in the business or affairs of any Loan Party, Party or any Subsidiary of any Loan Party which could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties or such Subsidiaries propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party or its Subsidiaries as of the date of such statements; (ec) any accumulated retirement plan funding deficiency under Section 412 which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party , any Subsidiary of any Loan Party or any member of the Controlled Group of a Loan Party to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party or Subsidiary of a Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (ge) any other development in the business or affairs of any Loan Party, Party or Subsidiary of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties that such Persons propose to take with respect thereto.

Material Occurrences. Immediately Promptly, but in any event no later than five (5) days after such occurrence, notify the Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Xxxxxxxxxx Loan Documents or the Senior Notes or any Subordinated IndebtednessDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party Radnor and its Subsidiaries on a consolidated basis as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might would reasonably be expected to result in the acceleration of the maturity of any Material Indebtedness which individually, or in the aggregate, is in excess of Five Million and 00/100 Dollars ($5,000,000.00), including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (gf) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as case, to clauses (a) through (g) of this Section 9.5the extent permitted by applicable law, describing the nature thereof and the action the Loan Parties propose to take with respect thereto. 17. The following is hereby inserted as a new Section 9.15 of the Credit Agreement:

Material Occurrences. Immediately notify Agent in writing upon the occurrence of: (a) any Event of Default or DefaultDefault hereunder or any Ex-Im Event of Default or Ex-Im Default under the Ex-Im Subfacility Credit Agreement; (b) any event of default under the Senior Notes or any agreements evidencing and/or governing the Permitted DNI Subordinated IndebtednessLoans; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or agreements evidencing and/or governing the Permitted DNI Subordinated IndebtednessLoans; (d) any event, development or circumstance whereby any financial statements or other reports provided delivered to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party Company as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party Company or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Loan Party Company which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties Companies propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes Subordinated Indenture or any the Senior Subordinated IndebtednessNotes; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes Subordinated Indenture or the Senior Subordinated IndebtednessNotes; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event “Event of default under Default” or “Default” (in each case, as defined in the Senior Notes Term Loans B Credit Agreement), and promptly provide Agent with copies of any written notices with respect thereto, including, without limitation, any notice of acceleration of all or any Subordinated Indebtednessportion of the “Obligations” as defined in the Term Loans B Credit Agreement; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (d) the receipt of any notice with respect to the potential exercise of a “put” under the Subordinated Credit Agreement and promptly provide to Agent a copy of any such notice; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the such Loan Parties propose Party proposes to take with respect thereto.

Material Occurrences. Immediately notify Agent and Lenders in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Term Loan Documents, the 2024 Convertible Notes or Subordinated Indebtednessand/or the 2026 Convertible Notes; (dc) any event, development or circumstance whereby any financial statements or other reports provided furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (ed) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fe) each and every default by any Loan Party which might result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (gf) any other development in the business or affairs of any Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Party as of the date of such statements; (ec) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (fd) each and every default by any Loan Party which might in respect of any Indebtedness which, individually or when aggregated, exceeds the Materiality Threshold and that could reasonably be expected to result in the acceleration of the maturity of any Material Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) the termination (or receipt of notice of pending termination) of any Material Agreement; and (gf) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the that Loan Parties propose to take with respect thereto.

Material Occurrences. Immediately Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the Senior Notes or any Junior Subordinated IndebtednessDebentures; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Junior Subordinated IndebtednessDebentures; (d) any event, development or circumstance whereby any financial statements or other reports provided furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Loan Credit Party as of the date of such statements; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Credit Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Loan Credit Party which might result in the acceleration of the maturity of any Material Indebtedness in excess of $50,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (g) any other development in the business or affairs of any Loan Party, Credit Party which could reasonably be expected to have a Material Adverse EffectEffect on such Credit Party; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action the Loan Credit Parties propose to take with respect thereto.