Common use of Material Occurrences Clause in Contracts

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements)), the financial condition or operating results of any Borrower as of the date of such statements; (c) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan Documentation; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent Lender in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (c) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower 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 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 (f) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action that Borrowers propose to take with respect thereto.

Material Occurrences. Promptly Promptly, and in any event with three Business Days, notify the Agent in writing upon the occurrence of (a) any Event of Default or Default; , (b) any default or event of default under any Material Business Agreement which has or could reasonably be expected to have a Material Adverse Effect, (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower Parent and its consolidated Subsidiaries on a consolidated basis as of the date of such statements; , (cd) 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 Code, could subject any Borrower Loan Party or any Subsidiary thereof to a tax imposed by Section 4971 of the Code; , (de) each and every default by any Borrower such Loan Party or such Subsidiary which might could reasonably be expected to result in the acceleration of the maturity of any IndebtednessIndebtedness 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 (ef) any other development in the business or affairs of any Borrower such Loan Party or such Subsidiary which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case case, to the extent permitted by applicable law, describing the nature thereof and the action Borrowers propose such Loan Party or such Subsidiary proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Indenture; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Indenture; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower Obligor as of the date of such statements; (ce) 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 Code, could subject any Borrower Obligor to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower Obligor which might result in the acceleration of the maturity of any Indebtedness, which when added to all other such Indebtedness aggregates $500,000 or more, 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 (eg) any other development in the business or affairs of any Borrower Obligor which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers Obligors propose to take with respect thereto.

Material Occurrences. Promptly Immediately notify Agent in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower or Guarantor as of the date of such statements; (c) 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 Code, could subject any Borrower or Guarantor to a tax imposed by Section 4971 of the CodeCode and of any Canadian Pension Plan Termination Event; (d) each and every default by any Borrower or Guarantor which might could reasonably be expected to result in the acceleration of the maturity of any 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) without limiting the requirements of Sections 7.15 or 7.19, any material amendment, waiver, supplement or other modification to (x) any Organizational Document of any Borrower or Guarantor, or (y) any Material Contract; (f) any default under any Material Contract; or (g) any other development in the business or affairs of any Borrower or Guarantor, which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers and Guarantors propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the -------------------- occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of Borrower or any Borrower of its Subsidiaries as of the date of such statements; (c) 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 Code, could subject Borrower or any Borrower of its Subsidiaries to a tax imposed by Section 4971 of the Code; (d) each and every default by Borrower or any Borrower of its Subsidiaries which might could reasonably be expected to result in the acceleration of the maturity of any 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 (e) any other development in the business or affairs of Borrower or any Borrower of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose Borrower or the applicable Subsidiary proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower Loan Party as of the date of such statements; (c) 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 Code, could subject any Borrower Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower Loan Party which might would reasonably be expected to result in the acceleration of the maturity of (i) any IndebtednessIndebtedness for Borrowed Money if the Undrawn Availability of the Borrowers is less than or equal to the Required Minimum Amount or (ii) any Indebtedness for Borrowed Money that individually, or in the aggregate is in excess of Ten Million and 00/100 Dollars ($10,000,000.00) if the Undrawn Availability of the Borrowers exceeds the Required Minimum Amount, 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 (e) any other development in the business or affairs of any Borrower Loan Party which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case case, to the extent permitted by applicable law, describing the nature thereof and the action Borrowers Loan Parties propose to take with respect thereto.

Material Occurrences. Promptly notify Agent Term B Lender in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Subordinated Loan Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Subordinated Loan Documentation; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent Term B Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers Borrower propose to take with respect thereto.

Material Occurrences. Promptly notify Agent and Lenders in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default or (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; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or any Lender fail in any material respect to present fairlydaily, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower Obligor as of the date of such statements; (ce) and in respect of each U.S. Guarantor 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 CodeInternal Revenue Code applicable to it, could subject any Borrower Obligor to a tax imposed by Section 4971 of the CodeInternal Revenue Code and in respect of any Borrower, any similar deficiency with respect to such Borrower under applicable law; (df) each and every default by any Borrower Obligor which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower Obligor which could might reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan Documentationbe materially adverse; in each case describing the nature thereof and the action Borrowers propose such Obligor proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (cd) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the CodeCode or any accumulated retirement plan funding deficiency which could subject any Borrower to a tax imposed by Applicable Law with respect to a Canadian Plan; (de) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (ef) any other development in the business or affairs of any Borrower or any Guarantor which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Former Shareholder Notes or any document or agreement executed or delivered in connection therewith or in connection with the Subordinated Debt; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Former Shareholder Notes or any document or agreement executed or delivered in connection therewith or in connection with the Subordinated Debt; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could would reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers Borrower propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (c) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower which might result in the acceleration of the maturity of any Indebtednessindebtedness related to the Insurance Notes and any Indebtedness with an outstanding principal balance in excess of $1,000,0002,500,000, 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; (e) the execution of any new material supply agreement, together with a copy of such supply agreement; (f) any default or event of default under the 2021 Note Purchase Documents; (gf) any other development in the business or affairs of any Borrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Default or Event of Default or Default; (b) any event of default under any Public Note Document; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Public Note Document; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any IndebtednessIndebtedness for Money Borrowed, 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 IndebtednessIndebtedness for Money Borrowed; and (eg) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers Borrower propose to take with respect thereto.

Material Occurrences. Promptly Promptly, and in any event within two (2) Business Days, notify Administrative Agent in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any event of default under the Senior Secured Notes Documents, the Revolving Loan Documents or the 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 the Unsecured Notes Documents; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes except as disclosed therein and the effects of normal year-end adjustments for any financial statements delivered agreed to Agent (other than the annual financial statements)by such reporting accountants or officer, as applicable), the financial condition or operating results of any Borrower Loan Party as of the date of such statements; (ce) 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 Code, could subject any Borrower Loan Party to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower 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; (eg) any claims, individually or in the aggregate at any one time, in excess of $2,000,000 made under any Bonding Arrangement; and (h) any other development in the business or affairs of any Borrower Loan Party, which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers the Loan Parties propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Senior Secured Notes 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 Secured Notes Documentation, (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower IMCO and its Subsidiaries on a consolidated basis as of the date of such statements; (ce) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower or any Subsidiary of any Borrower which might would reasonably be expected to result in the acceleration of the maturity of any IndebtednessIndebtedness for Borrowed Money, 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 (e) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case case, to the extent permitted by applicable law, describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent and Lenders in writing upon learning of the occurrence of (a) any Event of Default or Incipient Event of Default; (b) any event of default or any event which with the giving of notice, lapse of time or both, would constitute an event of default under any of the Chase Agreements; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or any Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower GDC and its Subsidiaries as of the date of such statements; (cd) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (de) each and every default by any Borrower or any Guarantor which might result in the acceleration of the maturity of any 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 (ef) any other development in the business or affairs of any Borrower or any Guarantor which could might reasonably be expected to have a Material Adverse Effect on Borrowers, GDC Canada and (f) any event of default under the Subordinated Loan DocumentationGDC United Kingdom taken as a whole; in each case describing the nature thereof and the action Borrowers propose such Borrower or Guarantor proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Subordinated Loan Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Subordinated Loan Documentation or the Motorola Security Documents; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent and Lenders in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default or (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; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or any Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Borrower to a tax imposed by Section 4971 of the Internal Revenue Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could might reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan Documentationbe materially adverse; in each case describing the nature thereof and the action Borrowers propose such Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Indenture; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Indenture; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Note Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (cd) 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 Code, could subject Borrower or any Borrower Guarantor to a tax imposed by Section 4971 of the Code; (de) each and every default by any Borrower which might result in the acceleration of the maturity of any IndebtednessIndebtedness in excess of $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; (ef) each and every default or event of default arising under the Supplier Agreement or the Supplier Lien Release and Acknowledgment Agreement, regardless of whether such default or event of default is caused by Borrower or Citibank, N.A. and (g) any other development in the business or affairs of Borrower or any Borrower Guarantor which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers Borrower propose to take with respect thereto.”

Material Occurrences. Promptly notify Agent and Lenders in writing -------------------- upon the occurrence of (a) any Event of Default or Default; (b) any event of default or (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; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or any Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Borrower to a tax imposed by Section 4971 of the Internal Revenue Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could might reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan Documentationbe materially adverse; in each case describing the nature thereof and the action Borrowers propose such Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon becoming aware of the occurrence of (a) any Event of Default or Default; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Subordinated Loan Documents, (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (cd) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (de) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (ef) any other development in the business or affairs of any Borrower or Guarantor, which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent Lender in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower Loan Party as of the date of such statements; (c) 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 Code, could subject any Borrower Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower 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 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 (f) any other development in the business or affairs of any Borrower Loan Party which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers that Loan Parties propose to take with respect thereto.

Material Occurrences. Promptly notify Agent and Lenders in -------------------- writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default or (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; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or any Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) 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 Borrower to a tax imposed by Section 4971 of the Internal Revenue Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could might reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan Documentationbe materially adverse; in each case describing the nature thereof and the action Borrowers propose such Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Management Agreement; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (cd) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (de) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (ef) any other development in the business or affairs of Katy or any Borrower Borrower, which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Administrative Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Senior Note Documentation or Subordinated Note 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 Note Documentation or Subordinated Note Documentation; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower or Guarantor as of the date of such statements; (ce) 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 Code, could subject any Borrower or Guarantor to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower or Guarantor which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Guarantor or any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) on any event of default under the Subordinated Loan DocumentationGuarantor or any Borrower; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the Shell BDF Agreements; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Shell BDF Agreements; (d) any event of default under the Chevron BDF Agreements; (e) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Chevron BDF Agreements; (f) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairlyfairly in all material respects, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))GAAP, the financial condition or operating results of any Borrower as of the date of such statements; (cg) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (dh) each and every default by any Borrower which might result in the acceleration of the maturity of any IndebtednessIndebtedness that, in turn, would cause a Default or an Event of Default hereunder, 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 (ei) any other development in the business or affairs of any Borrower which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Note Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (cd) 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 Code, could subject Borrower or any Borrower Guarantor to a tax imposed by Section 4971 of the Code; (de) each and every default by any Borrower which might result in the acceleration of the maturity of any IndebtednessIndebtedness in excess of $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 (ef) any other development in the business or affairs of Borrower or any Borrower Guarantor which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers Borrower propose to take with respect thereto.

Material Occurrences. Promptly notify Agent and Lenders in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default or (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; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent or any Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements))applied, the financial condition or operating results of any Borrower as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such 70 deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Borrower to a tax imposed by Section 4971 of the Internal Revenue Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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 (eg) any other development in the business or affairs of any Borrower which could might reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan Documentationbe materially adverse; in each case describing the nature thereof and the action Borrowers propose such Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than the omission of footnotes and the effects of normal year-end adjustments for after giving effect to any reconciliation required to accompany such financial statements delivered pursuant to Agent (other than the annual financial statements)Section 1.1), the financial condition or operating results of any Borrower as of the date of such statements; (c) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (d) each and every default by any Borrower which that might result in the acceleration of the maturity of any IndebtednessFunded Debt, including the names and addresses of the holders of such Indebtedness Funded Debt 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 IndebtednessFunded Debt; (e) any default under any of the Permitted Sale-Leaseback Documentation and, if applicable, copies of any written communication (which shall include email) from the Xxxxxx landlord (or any of its Affiliates, attorneys or other advisors) pursuant to which any such default is asserted or described; and (f) any other development in the business or affairs of any Borrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly after an Executive Officer of Borrowing Agent becomes aware thereof, notify Agent in writing upon of the occurrence of (a) any Event of Default or Default; (b) any event of default under the Indenture Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Indenture Documentation; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied (other than in the omission case of footnotes interim financial statements, except for the absence of footnote disclosures and the effects of subject to normal year-end adjustments for any financial statements delivered to Agent (other than the annual financial statements)audit adjustments), the consolidated financial condition or operating results of any Borrower Borrowers and their Subsidiaries as of the date of such statements; (ce) 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 Code, could subject any Borrower to a tax imposed by Section 4971 of the Code; (df) each and every default by any Borrower which might result in the acceleration of the maturity of any 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; (eg) any other development in the business or affairs of any Borrower Borrower, or any Guarantor, which could reasonably be expected to have a Material Adverse Effect and (f) any event of default under the Subordinated Loan DocumentationEffect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto; and (h) the termination or modification of the Credit Insurance.