Common use of Notice to the Administrative Agent Clause in Contracts

Notice to the Administrative Agent. Promptly (but in no event more than five (5) Business Days (or such longer period as the Administrative Agent may agree in is sole discretion) after the occurrence of each such event or matter) give written notice to the Administrative Agent in reasonable detail of: (a) the occurrence of any Default or Event of Default; (b) any change in the name, jurisdiction or the organizational structure of the Borrower or any Subsidiary; (c) the occurrence and nature of any ERISA Event or Prohibited Transaction, each as defined in ERISA, or any failure to comply with the Pension Funding Rules with respect to any Plan or Multiemployer Plan, in each case that could individually or in the aggregate reasonably be expected to have a Material Adverse Effect; (d) any termination or cancellation of any insurance policy which any member of the Consolidated Group is required to maintain, any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting any such member’s property in excess of an aggregate of $5,000,000; (e) the occurrence and nature of any notices, complaints, orders or other claim received by the Borrower or any of its Subsidiaries relating to the violation by the Borrower or any of its Subsidiaries of any applicable Environmental Laws, any Release by the Borrower or any of its Subsidiaries of, or by any Person handling, transporting or disposing of, Hazardous Materials on its behalf into the environment except where occurring legally pursuant to a permit or license or except where such violation or Release could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or any material Environmental Liability; (f) any action, litigation, suit, proceeding, claim or dispute pending or, to the knowledge of the Borrower, threatened, or contemplated at law, in equity, in arbitration or before any Governmental Authority, arbitrator, court or administrative agency involving a claim in excess of $10,000,000 against the Borrower or any of its Subsidiaries or any of their respective assets; (g) any material change in accounting policies or practices by any member of the Consolidated Group; and (h) any development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Notice to the Administrative Agent. Promptly (but in no event more than five (5) Business Days (or such longer period as the Administrative Agent may agree in is sole discretion) after the occurrence of each such event or matter) give written notice to the Administrative Agent in reasonable detail of: (a) the occurrence of any Default or Event of Default; (b) any change in the name, jurisdiction or the organizational structure of the Borrower or any Subsidiary; (c) the occurrence and nature of any ERISA Event or Prohibited Transaction, each as defined in ERISA, or any failure to comply with the Pension Funding Rules with respect to any Plan or Multiemployer Plan, in each case that could individually or in the aggregate reasonably be expected to have a Material Adverse Effect; (d) any termination or cancellation of any insurance policy which any member of the Consolidated Group is required to maintain, any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting any such member’s property in excess of an aggregate of $5,000,000; (e) the occurrence and nature of any notices, complaints, orders or other claim received by the Borrower or any of its Subsidiaries relating to the violation by the Borrower or any of its Subsidiaries of any applicable Environmental Laws, any Release by the Borrower or any of its Subsidiaries of, or by any Person handling, transporting or disposing of, Hazardous Materials on its behalf into the environment except where occurring legally pursuant to a permit or license or except where such violation or Release could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or any material Environmental Liability; (f) any action, litigation, suit, proceeding, claim or dispute pending or, to the knowledge of the Borrower, threatened, or contemplated at law, in equity, in arbitration or before any Governmental Authority, arbitrator, court or administrative agency involving a claim in excess of $10,000,000 against the Borrower or any of its Subsidiaries or any of their respective assets; (g) any material change in accounting policies or practices by any member of the Consolidated Group; and (h) any development that results in, or could reasonably be expected to result in, a Material Adverse Effect.. 126047641_6

Notice to the Administrative Agent. Promptly (but in no event more than five (5) Business Days (or such longer period as the Administrative Agent may agree in is sole discretion) after the occurrence of each such event or matter) give written notice to the Administrative Agent in reasonable detail of: (a) the occurrence of any Default or Event of Default; (b) any change in the name, jurisdiction or the organizational structure of the Borrower or any Subsidiary; (c) the occurrence and nature of any ERISA Event or Prohibited Transaction, each as defined in ERISA, or any failure to comply with the Pension Funding Rules with respect to any Plan or Multiemployer Plan, in each case that could 139669560_5 143643579_6 CORE/3001926.0117/166889384.1 individually or in the aggregate reasonably be expected to have a Material Adverse Effect; (d) any termination or cancellation of any insurance policy which any member of the Consolidated Group is required to maintain, any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting any such member’s property in excess of an aggregate of $5,000,000; (e) the occurrence and nature of any notices, complaints, orders or other claim received by the Borrower or any of its Subsidiaries relating to the violation by the Borrower or any of its Subsidiaries of any applicable Environmental Laws, any Release by the Borrower or any of its Subsidiaries of, or by any Person handling, transporting or disposing of, Hazardous Materials on its behalf into the environment except where occurring legally pursuant to a permit or license or except where such violation or Release could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or any material Environmental Liability; (f) any action, litigation, suit, proceeding, claim or dispute pending or, to the knowledge of the Borrower, threatened, or contemplated at law, in equity, in arbitration or before any Governmental Authority, arbitrator, court or administrative agency involving a claim in excess of $10,000,000 against the Borrower or any of its Subsidiaries or any of their respective assets; (g) any material change in accounting policies or practices by any member of the Consolidated Group; and (h) any development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Notice to the Administrative Agent. Promptly (but The Borrower shall promptly, and in no any event more than within five (5) Business Days (or such longer period as the Administrative Agent may agree in is sole discretion) Days, after the occurrence of each such event or matter) give written notice to any of the following events, notify the Administrative Agent in reasonable detail of: (a) the occurrence of any Default or Event of Default; (b) any change in the namewriting thereof, jurisdiction or the organizational structure of the Borrower or any Subsidiary; (c) the occurrence and nature of any ERISA Event or Prohibited Transaction, each as defined in ERISA, or any failure to comply with the Pension Funding Rules with respect to any Plan or Multiemployer Plan, specifying in each case the action the Borrower has taken or will take with respect thereto: (i) any material violation of any Governmental Requirement or Requirements of Law that could individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; (dii) any termination litigation, arbitration or cancellation of any insurance policy which any member of governmental investigation or proceeding instituted or threatened against the Consolidated Group is required to maintainBorrower, any uninsured or partially uninsured loss through liability or property damageLoan Party, or through firethe Xxxxxx Property, theft or and any other cause affecting any such member’s property in excess of an aggregate of $5,000,000; (e) the occurrence and nature of any noticesmaterial development therein, complaints, orders or other claim received by the Borrower or any of its Subsidiaries relating to the violation by the Borrower or any of its Subsidiaries of any applicable Environmental Laws, any Release by the Borrower or any of its Subsidiaries of, or by any Person handling, transporting or disposing of, Hazardous Materials on its behalf into the environment except where occurring legally pursuant to a permit or license or except where such violation or Release could not, individually or in the aggregate, that would reasonably be expected to have a Material Adverse Effect; (iii) any actual or threatened condemnation of any portion of the Xxxxxx Property, any negotiations with respect to any such taking, or any material Environmental Liabilityloss of, or substantial damage to, the Xxxxxx Property; (fiv) any action, litigation, suit, proceeding, claim labor controversy pending or dispute pending or, to the knowledge of the Borrower, threatened, or contemplated at law, in equity, in arbitration or before any Governmental Authority, arbitrator, court or administrative agency involving a claim in excess of $10,000,000 threatened against the Borrower or any Contractor during the pendency of its Subsidiaries the construction of the Xxxxxx Property, and any material development in any labor controversy; (v) any notice received by the Borrower with respect to the cancellation, alteration, or nonrenewal of any insurance coverage maintained with respect to the Xxxxxx Property; (vi) any failure by the Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontract, or any other breach under any Construction Contract or Design Services Contract, or any event or condition which would permit termination of their respective assetsa Construction Contract or Design Services Contract or subcontract or suspension of work thereunder, or any notice given by the Borrower or any Contractor or Design Professional with respect to any of the foregoing; (gvii) any material change in accounting policies or practices by Lien filed against any member portion of the Consolidated GroupXxxxxx Property or any stop notice served on the Borrower in connection with construction of the Improvements; and (hviii) any development that results inrequired permit, license, certificate or approval with respect to the Xxxxxx Property is not timely obtained, or could reasonably lapses or ceases to be expected to result in, in full force and effect and such failure continues for a period of 10 days after Borrower receives notice of such failure from any party; (ix) there is a Material Adverse Effect; or (x) the Borrower receives notice from a junior lienholder on the Xxxxxx Property, or from any other Person asserting a Lien against any portion of the Xxxxxx Property, of a default or occurrence of an event that with notice and/or the passage of time could be a default with respect to the Lien or asserted Lien against any portion of the Xxxxxx Property.