Common use of Notice of Material Events Clause in Contracts

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Agent and each Lender, promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (e) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Administrative Agent and (for prompt delivery by Administrative Agent to each Lender), promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (e) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten two (102) days Business Days after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing furnish to the Designated Administrative Agent and each Lender, promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the occurrence of a “default” or “event of default” (however denominated) or any event requiring a mandatory offer to purchase or right of redemption, under the Senior Notes; (c) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Subsidiary or any Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standardEffect; (d) the loss, delay, denial, termination or material and adverse modification of the terms of any material lease from any Governmental Authority or any material coal contract, with or without the consent of the Borrower or any of its Affiliates that would reasonably be expected to result in a Material Adverse Effect; (e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effectliabilities of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and (ef) any other developmentdevelopment that results in, financial or otherwise, which would reasonably be expected to have result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten three (103) days after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Agent and each LenderAdministrative Agent, promptly and in any event within ten (10) days after a Senior an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following:following (or, with respect to subsection (b)(i) hereof, no later than the date that the Borrower is required to deliver its next annual or quarterly financial statements pursuant to Section 6.1 above): (a) any Default or Event of Default; (b) the filing or commencement of any action, suit litigation or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, of its Subsidiaries that (i) would reasonably be expected to result in have a Material Adverse Effect and is not covered by insurance, or (ii) which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in have a Material Adverse Effect; (d) the public announcement by Xxxxx’x or S&P of any change in the Public Debt Rating; (e) Responses from any Government Authority with respect to any Regulated Insurance Company’s requests for payment of surplus debenture interests or dividends; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Administrative Agent (and each Lender, the Administrative Agent shall promptly notify the Lenders thereof) promptly and in any event within ten three (103) days Business Days after a Senior an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower REIT or any Guarantor that, if adversely determined, would Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any change in the REIT’s debt ratings from a nationally recognized ratings agency; (f) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (eg) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer Authorized Signatory of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten (10) days after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and Aleris will cause each Guarantor to, give notice in writing furnish to the Designated Administrative Agent and each Lender, written notice of the following promptly and in after any event within ten (10) days after a Senior Responsible Officer of the Borrower Aleris obtains knowledge thereof, of : (i) the occurrence of any Event of the following: (a) any Default or Event of Default; (bii) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) or in arbitration, against or affecting the Borrower Aleris or any Guarantor thatof its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect; (ciii) any loss, damage, or destruction to the Collateral, in the amount of $20,000,000, or more, whether or not covered by insurance, or any Asset Sale or Recovery Event with respect to a Planthe Collateral, (i) any failure and in each case, together with an updated Borrowing Base Certificate reflecting the occurrence of such loss damage, destruction, or Asset Sale or Recovery Event with respect to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standardCollateral; (div) any and all default notices received under or with respect to any leased location or public warehouse where any material Collateral is located; (v) the occurrence of any ERISA Event or similar event in respect of a Foreign Plan that, alone or together with any all other ERISA Events or similar events in respect of a Foreign Plan that have occurredoccurred and are continuing, would reasonably be expected to result in have a Material Adverse Effect; and (evi) any other developmentdevelopment that results in, financial or otherwise, which would reasonably be expected to have result in, a Material Adverse Effect. Each notice delivered under this Section 9.02 shall be accompanied by a statement of an officer a Responsible Officer of the Borrower Aleris setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Agent and each Lender, promptly and in any event within ten (10) days one Business Day after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (bi) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions Loans and installments on or before the due dates provided under Section 430(j) of the Code or (ii) any adverse development which occurs in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event Borrower that, alone or together with any other ERISA Events that have occurredif adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) any material change in accounting policies of, or financial reporting practices by, the Borrower; (d) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (e) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and or will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten 5 Business Days (10other than with respect to clauses (a) days below, which shall be 2 Business Days) after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in have a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and Aleris will cause each Guarantor to, give notice in writing furnish to the Designated Administrative Agent and each Lender, written notice of the following promptly and in after any event within ten (10) days after a Senior Responsible Officer of the Borrower Aleris obtains knowledge thereof, of : (i) the occurrence of any Event of the following: (a) any Default or Event of Default; (bii) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) or in arbitration, against or affecting the Borrower Aleris or any Guarantor thatof its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to result in have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect; (ciii) any loss, damage, or destruction to the Collateral, in the amount of $20,000,000, or more, whether or not covered by insurance, or any Asset Sale or Recovery Event with respect to a Planthe Collateral, (i) any failure and in each case, together with an updated Borrowing Base Certificate reflecting the occurrence of such loss damage, destruction, or Asset Sale or Recovery Event with respect to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standardCollateral; (div) any and all default notices received under or with respect to any leased location or public warehouse where any material Collateral is located; (v) the occurrence of any ERISA Event or similar event in respect of a Foreign Plan that, alone or together with any all other ERISA Events or similar events in respect of a Foreign Plan that have occurredoccurred and are continuing, would reasonably be expected to result in have a Material Adverse Effect; and (evi) any other developmentdevelopment that results in, financial or otherwise, which would reasonably be expected to have result in, a Material Adverse Effect. Each notice delivered under this Section 9.02 shall be accompanied by a statement of an officer a Responsible Officer of the Borrower Aleris setting forth the details of the event or development requiring such -such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Agent and each Lender, promptly and in any event within ten (10) 10 days after a Senior an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, Affiliate thereof that (i) if adversely determined, would could reasonably be expected to result in a Material Adverse Effect liability in excess of $5,000,000 or which (ii) seeks to prevent, enjoin or delay the making of any Credit ExtensionsLoan; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a Material Adverse Effectmaterial liability; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would that could reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower Authorized Officer setting forth the details of the event or development requiring such notice and and, within a reasonable time after such notice, a statement detailing any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give Give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten five (105) days Business Days (other than with respect to clauses (a) below, which shall be two (2) Business Days) after a Senior Responsible Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsExtensions of Credit; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) 4300 of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in have a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an such officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Administrative Agent (and each Lender, the Administrative Agent shall promptly notify the Lenders thereof) promptly and in any event within ten three (103) days Business Days after a Senior an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower REIT or any Guarantor that, if adversely determined, would Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any change in the REIT’s debt ratings from a nationally recognized ratings agency; (f) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification; and (eg) the occurrence of any Prepayment Event; and (h) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer Authorized Signatory of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Administrative Agent and (for prompt delivery by the Administrative Agent to each Lender), promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (e) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer a Senior Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten (10) three days after a Senior an officera Responsible Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental governmental authorityGovernmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing to the Designated Agent and each Lender, promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions;; 4887-5363-3879v24887-5363-3879v.5 (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and (e) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten two (102) days Business Days after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Any Default or Event of Default;. (b) the The filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions;. (c) with With respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard;. (d) the The occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and. (e) any Any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing furnish to the Designated Administrative Agent and each Lender, promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the occurrence of a "default" or "event of default" (however denominated) or any event requiring a mandatory offer to purchase or right of redemption, under the Senior Notes; (c) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Subsidiary or any Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standardEffect; (d) the loss, delay, denial, termination or material and adverse modification of the terms of any material lease from any Governmental Authority or any material coal contract, with or without the consent of the Borrower or any of its Affiliates that would reasonably be expected to result in a Material Adverse Effect; (e) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effectliabilities of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; and (ef) any other developmentdevelopment that results in, financial or otherwise, which would reasonably be expected to have result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing shall furnish to the Designated Administrative Agent and each Lender, promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence of any Lender prompt written notice of the following: (a) the occurrence of any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) Applicable Insurance Regulatory Authority against or affecting the Borrower or any Guarantor Material Subsidiary that, if adversely determined, would could reasonably be expected to result in a Material Adverse Effect or which seeks to preventthe filing any other legal or arbitral proceedings, enjoin and any material development in respect of such legal or delay other proceedings, affecting the making Borrower or any of any Credit Extensionsits Subsidiaries, except proceedings that, if adversely determined, would not (either individually or in the aggregate) have a Material Adverse Effect; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liabilities of the Borrower and its Material Subsidiaries in an aggregate amount exceeding $10,000,000; (d) the occurrence of any change in the Borrower’s Senior Debt Ratings by either of Mxxxx’x and S&P (e) at least five Business Days prior to the effectiveness of any amendment to the terms of the Placed Debt, or the effectiveness of any agreement governing any Debt in replacement or exchange thereof, a copy of such amendment or agreement; and (f) any other development that results in, or would reasonably be expected to result in a Material Adverse Effect; and (e) any other developmentin, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten (10) 10 days after a Senior an Authorized Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which that seeks to prevent, enjoin or delay the making of any Credit ExtensionsAdvances; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effectmaterial liability; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which that would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer Authorized Officer of the Borrower setting forth the details of the event or development requiring such notice and and, within a reasonable time after such notice, a statement detailing any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give notice in writing shall furnish to the Designated Administrative Agent and (for delivery to each Lender, promptly and in any event within ten (10) days after a Senior Officer of the Borrower obtains knowledge thereof, of the occurrence written notice of any of the followingfollowing events or conditions within three (3) Business days following knowledge of such event or condition by a Senior Officer: (a) the occurrence of any Default or Event of Default; (b) the occurrence of any change in the Senior Debt Ratings by either of Moody’s and S&P; and (c) after such time, if ever, as the Borrower ceases to be a Reporting Company: (i) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) or Applicable Insurance Regulatory Authority against or affecting the Borrower or any Guarantor Material Subsidiary or any Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions;Effect; and (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would could reasonably be expected to result in a liabilities of the Borrower and its Material Adverse Effect; and (e) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse EffectSubsidiaries in an aggregate amount exceeding $25,000,000. Each notice delivered under this Section shall be accompanied by a statement of an a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give Give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten five (105) days Business Days (other than with respect to clauses (a) below, which shall be two (2) Business Days) after a Senior Responsible Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsExtensions of Credit; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) 4300 of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in have a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor to, give Give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten five (105) days Business Days (other than with respect to clauses (a) below, which shall be two (2) Business Days) after a Senior Responsible Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsExtensions of Credit; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) 4300 of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in have a Material Adverse Effect; and; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and 4834-0494-1091v13 62 (f) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and Each Loan Party will cause each Guarantor to, give notice in writing furnish to the Designated Administrative Agent and each Lenderprompt written notice (but, promptly and in any event event, within ten five (105) days Business Days (in the case of clause (a)(i), after a Senior an Authorized Officer of the Borrower obtains knowledge thereof, )): (a) (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to any Loan Party with respect thereto; (ii) that any Person has given any notice to any Loan Party or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or could be expected to result in, either individually or in the aggregate, a Material Adverse Effect, which notice shall be accompanied by a certificate of its Authorized Officers specifying the following: (a) nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any Default or such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto. (b) the filing or commencement of, or the receipt of a threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting any Loan Party not previously disclosed in writing (including in the Schedules hereto) to the Administrative Agent that has caused or could be expected to result in, liability in excess of $500,000 or any material adverse development in any action, suit, proceeding, investigation or arbitration previously disclosed to the Administrative Agent; (bc) the filing or commencement of any action, suit suit, proceeding, or proceeding arbitration by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making on behalf of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on Loan Party claiming or before the due dates provided under Section 430(j) asserting damages in favor of the Code or (ii) the filing pursuant to Section 412(c) such Loan Party valued in excess of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard;$500,000; or (d) the occurrence of any ERISA Event that, alone either individually or together with any other ERISA Events that have occurredin the aggregate, would reasonably could be expected to result in a Material Adverse Effect; and (e) liability of any other development, financial or otherwise, which would Loan Party and its Affiliates that could reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten three (103) days after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (ai) any Default or Event of Default; (bii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority governmental authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (diii) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (iv) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ev) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten seven (107) days after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Administrative Agent and each Lender, promptly and in any event within ten (10) three days after a Senior Responsible Officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsEffect; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard; (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; and (ef) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notice of Material Events. The Borrower will, and will cause each Guarantor Subsidiary to, give notice in writing to the Designated Agent and each Lender, promptly and in any event within ten (10) five days after a Senior Officer an officer of the Borrower obtains knowledge thereof, of the occurrence of any of the following: (a) any Default or Event of Default; (b) (i) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority (including pursuant to any applicable Environmental Laws) against or affecting the Borrower or any Guarantor Affiliate thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit ExtensionsExtensions and (ii) any adverse development which occurs in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower or any Subsidiary that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; (c) with respect to a Plan, (i) any failure to pay all required minimum contributions and installments on or before the due dates provided under Section 430(j) of the Code or (ii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard;; {02418409.4} (d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; (e) any material change in accounting policies of, or financial reporting practices by, the Borrower or any Subsidiary; (f) with respect to any insurance policy or policies described in Section 6.6, (i) such policy or policies shall be materially altered in a manner adverse to the Lender, or (ii) the amount of coverage thereunder shall be reduced; and (eg) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect. Each notice delivered under this Section 6.3 shall be accompanied by a statement of an officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.