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 which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE 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, the financial condition or operating results of any Borrower as of the date of such statements; (d) 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; (e) 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 (f) any other development in the business or affairs of any Borrower, which could reasonably be expected to have a Material Adverse Effect; 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 “Event of Default” or “Default” (in each case, as defined in the Other Senior 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 portion of the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including “Obligations” as defined in the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management Other Senior Credit 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, the financial condition or operating results of any Borrower 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 Code, could subject any Borrower Loan Party to a tax imposed by Section 4971 of the Code; (ef) each and every default by any Borrower Loan Party 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 (fg) any other development in the business or affairs of any Borrower, Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose such Loan Party 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 Senior Not Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSenior Note Documentation; (cd) 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, the financial condition or operating results of any Borrower Loan Party as of the date of such statements; (de) 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; (ef) each and every default by any Borrower of which a Loan Party has received a default notice 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 (fg) any other development in the business or affairs of any Borrower, Loan Parties which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers 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 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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Loan Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) each and every default by any Borrower which might result in the acceleration of the maturity of any IndebtednessIndebtedness in excess of $250,000, 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 (fg) any other development in the business or affairs of any Borrower, which could reasonably be expected to have a Material Adverse Effect; 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 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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Note Documentation; (cd) 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, the financial condition or operating results of any Borrower or Guarantor as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, Guarantor or any Borrower which could reasonably be expected to have a Material Adverse EffectEffect on any Guarantor 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 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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Loan Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of Borrower or any BorrowerGuarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers Borrower 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 of default under the Platinum Funding Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementPlatinum Funding Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, Borrower which could reasonably be expected to have a Material Adverse EffectEffect on Borrower; 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 (a) any Event of Default or Default; (b) any event of default under the Subordinated Obligations Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Obligations Documents; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 77 Execution Copy could be accelerated, and the amount of such Indebtedness; and (fg) any other development in the business or affairs of any Borrower, Loan Party which could reasonably be expected to have a Material Adverse Effect; 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 of: (a) any Event of Default or Default; (b) any event of default under the ABL Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementABL Loan Documents; (cd) any event, development or circumstance whereby any financial statements or other reports furnished 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 Borrower Company as of the date of such statements; (de) 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 Company or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; (ef) each and every default by any Borrower Company 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (fi) any other development in the business or affairs of any BorrowerLoan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers Companies 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 of default under the ABL Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementABL Loan Documents; (cd) any event, development or circumstance whereby any financial statements or other reports furnished 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 Borrower Company as of the date of such statements; (de) 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 Company or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; (ef) each and every default by any Borrower Company 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (fi) any other development in the business or affairs of any BorrowerLoan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers Companies propose to take with respect thereto. 9.6.

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 CMP Subordinated Payable Documentation, or any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementCMP Subordinated Payable Documentation; (cb) 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, the financial condition or operating results of any Borrower the Loan Parties as of the date of such statements; (d) 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 the Loan Parties to a tax imposed by Section 4971 of the Code; (e) each and every default by any Borrower Loan Party 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 (f) any other development in the business or affairs of any BorrowerLoan Party or CMP, which could reasonably be expected to have a Material Adverse Effect; 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 Subordinated Note; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Note; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, Borrower which could reasonably be expected to have a Material Adverse Effect; 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 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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Loan Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, Obligor which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers Obligor propose to take with respect thereto.. EXECUTION ORIGINALS

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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Loan Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, Holdings or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; 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 Subordinated Debt Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Debt Documents; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, which could reasonably be expected to have a Material Adverse Effect; 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 Fleet Agreements; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementFleet Agreements; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, Borrower which could reasonably be expected to have a Material Adverse Effect; 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 Vessel Loan Documentation or 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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement Vessel Loan Documentation or the IMHE Management AgreementSubordinated Loan Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) each and every default by any Borrower which 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 Indebtedness; and (fg) any other development in the business or affairs of any Borrower, Holdings or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.. Revolving Credit and Security Agreement

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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Loan Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of Borrower, Holdings or any BorrowerGuarantor, which could reasonably be expected to have a Material Adverse Effect; 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 (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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Loan Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) each and every default by any Borrower which might result results 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 (fg) any other development in the business or affairs of any Borrower, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose Borrower proposes to take with respect thereto.

Material Occurrences. Promptly Immediately notify Agent Lender in writing upon the occurrence of of: (a) any Event of Default or Default, including any event of default under the HSBC Facility Agreements; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementHSBC Facility Agreements; (c) 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, the financial condition or operating results of any Borrower as of the date of such statements; (d) 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; (e) 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 (ffs) any other development in the business or affairs of any BorrowerBorrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; 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 becoming aware of the occurrence of (a) any Event of Default or Default; (b) any event of default under the Subordinated Documentation; (c) any event which with the giving of notice or lapse of time, time or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Documentation; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) 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; 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 of default under the Subordinated Loan Documents, (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management AgreementSubordinated Loan Documents; (cd) 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, the financial condition or operating results of any Borrower as of the date of such statements; (de) 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; (ef) 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 (fg) any other development in the business or affairs of any Borrower, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify the 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 any Material Contract, including the Sony Distribution and Licensing Agreement, the Sony Replication Services Agreement Xxxxxxxxxx Loan Documents or the IMHE Management AgreementSenior Notes Documentation; (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, the financial condition or operating results of any Borrower Radnor and its Subsidiaries on a consolidated basis as of the date of such statements; (d) 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 to a tax imposed by Section 4971 of the Code; (e) each and every default by any Borrower Loan Party which might would reasonably be expected to result in the acceleration of the maturity of any IndebtednessIndebtedness 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 (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; in each case case, to the extent permitted by applicable law, describing the nature thereof and the action Borrowers the Loan Parties propose to take with respect thereto.