Common use of Notices of Material Events Clause in Contracts

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Upon Holdings or the Borrower obtaining knowledge thereof, Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its their Subsidiaries in an aggregate amount exceeding $10,000,000.001,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or 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.

Notices of Material Events. The Borrower will promptly (and in any event within five days after the Borrower knows of the following events) furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00have a Material Adverse Effect; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender (who will distribute copies to the Lenders) prompt written notice of the following promptly after it becomes aware following, upon any such event becoming known to any Responsible Officer of same (unless specific time is set forth below):the Borrower: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of to the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00200,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Promptly, and in any event within five Business Days after any Responsible Officer of the Borrower obtains knowledge thereof, the Borrower will furnish to the Administrative Agent and each Lender (for distribution to the Lenders) written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of of, or the threat in writing of, any action, suit suit, proceeding, investigation or proceeding arbitration by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Lenders) that, in either case, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (dc) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Financial Responsible Officer or other executive officer of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries a Credit Party in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower EDR setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Each Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any DefaultDefault under this Agreement; (b) within five fifteen (515) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) within five fifteen (515) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower Borrowers and its their Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Parent 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.

Notices of Material Events. The Such Borrower will furnish to the Administrative Agent and each Lender (which shall promptly make such information available to the Lenders in accordance with its customary practice) prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Event of Default or Unmatured Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the any Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.001,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender Bank prompt written notice notice, of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any DefaultDefault or Cash Collateral Event; (b) within five any change in any Borrower Debt Rating; (5c) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof thatthat has a reasonable possibility of being adversely determined and, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (cd) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00100,000,000; and (de) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section (other than clause (b) above) shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and (for prompt notification to each Lender Lender) prompt (but in any event within five (5) Business Days) written notice after any Financial Officer of the following promptly after it becomes aware Borrower obtains knowledge of same (unless specific time is set forth below):the following: (a) the occurrence of any continuing Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate Subsidiary thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;; and (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Such Borrower will furnish to the Administrative Agent and each Lender (who will distribute copies to the Lenders) prompt written notice of the following promptly after it becomes aware following, upon any such event becoming known to any Responsible Officer of same (unless specific time is set forth below):such Borrower: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party such Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower to Time Warner and its Subsidiaries in an aggregate amount exceeding $10,000,000.00200,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of such 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.

Notices of Material Events. (a) The Borrower Issuer will furnish to the Administrative Trustee and the Collateral Agent and each Lender written notice of the following promptly after it becomes aware upon any Financial Officer of same (unless specific time is set forth below):the Issuer obtaining knowledge thereof: (ai) the occurrence of any Default; (bii) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Issuer or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (ciii) within five (5) Business Days after 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 liability of the Borrower Issuer and its the Subsidiaries in an aggregate amount exceeding $10,000,000.002,500,000; and (div) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. . (b) Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower the Issuer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Such Borrower will furnish to the Administrative Agent and each Lender (who will distribute copies to the Lenders) prompt written notice of the following promptly after it becomes aware following, upon any such event becoming known to any Responsible Officer of same (unless specific time is set forth below):such Borrower: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower to AOLTW and its Subsidiaries in an aggregate amount exceeding $10,000,000.00200,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of such 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower EDR setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. At the Administrative Agent's option, after the happening of any of the events listed in clauses (a), (b) or (d) above, the Administrative Agent may obtain, or cause the Borrower to obtain, an updated Appraisal for the property giving rise to such events, all at the Borrower's expense.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):upon Holdings's or the Borrower's obtaining knowledge thereof: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.0010,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower Holdings setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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. At the Administrative Agent’s option, after the happening of any of the events listed in clauses (a), (b) or (d) above, the Administrative Agent may obtain, or cause the Borrower to obtain, an updated Appraisal for the property giving rise to such events, all at the Borrower’s expense.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender (directly or through the Administrative Agent) prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, that could reasonably be expected to result in either (i) liability in excess of $1,500,000 or (ii) a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00750,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and for delivery to each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate Restricted Subsidiary thereof as to which there is a reasonable possibility of an adverse determination, that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and or its Restricted Subsidiaries in an aggregate amount exceeding $10,000,000.00which would constitute a Material Adverse Effect; and (d) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of 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.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):upon Holdings’ or the Borrower’s obtaining knowledge thereof: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.0010,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower Holdings setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Upon Holdings or the -------------------------- Borrower obtaining knowledge thereof, Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its their Subsidiaries in an aggregate amount exceeding $10,000,000.001,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or 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.

Notices of Material Events. The Borrower Agent will furnish to the Administrative Agent and (for prompt notification to each Lender Lender) prompt (but in any event within five (5) Business Days) written notice after any Financial Officer of any Loan Party obtains knowledge of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any continuing Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Parent Entity, any Credit Party Restricted Subsidiary or any Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect;; and (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Agent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):upon Holdings’s or the Borrower’s obtaining knowledge thereof: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.0010,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower Holdings setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt (and in no event later than five Business Days after the Borrower has become aware thereof) written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof that, if adversely determined, could in the good faith opinion of the Borrower reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.002,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) immediately upon knowledge of or otherwise promptly upon the occurrence of any Default; (b) within five (5) Business Days after promptly upon the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after promptly upon 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 liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.004,000,000; and (d) promptly upon any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender through the Administrative Agent) prompt written notice of the following promptly after it becomes aware any Responsible Officer of same (unless specific time is set forth below):the Borrower obtains notice thereof: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof that, if adversely determined, could of its Subsidiaries that would reasonably be expected to result in have a Material Adverse Effect; (c) within five (5) three Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result have a Material Adverse Effect; (d) within five Business Days after any public announcements regarding a change in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00Debt Rating; and (de) any other development that results in, or could would reasonably be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a written statement of a Financial Responsible 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.

Notices of Material Events. The Promptly upon any Financial Officer or other executive officer obtaining knowledge thereof, each Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party such Borrower or any Affiliate subsidiary thereof where there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower Company and its Subsidiaries in an aggregate amount exceeding $10,000,000.0025,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Such Borrower will furnish to the Administrative Agent and each Lender (who will distribute copies to the Lenders) prompt written notice of the following promptly after it becomes aware following, upon any such event becoming known to any Responsible Officer of same (unless specific time is set forth below):such Borrower: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party such Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the to such Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00200,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of such 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):a Responsible Officer obtains actual knowledge thereof: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability a Material Adverse Effect; (d) the consummation of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00Reorganization Plan set forth on Schedule 6.03(a)(xi) to the Disclosure Letter; and (de) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower Credit Parties will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Subsidiary or other Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event related to the Plan of any Credit Party or knowledge after due inquiry of any ERISA Event related to a Plan of any other ERISA Affiliate that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Credit Parties or their Subsidiaries in an aggregate amount exceeding $10,000,000.00100,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 7.2 shall be accompanied by a statement of a Designated Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrower will furnish to -------------------------- the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or (ii) that involves this Agreement or the Transactions; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00100,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Upon Holdings or the --------------------------- Borrower obtaining knowledge thereof, Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its their Subsidiaries in an aggregate amount exceeding $10,000,000.001,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or 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.

Notices of Material Events. The Within five Business Days after any executive officer of the Borrower has knowledge thereof, the Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof that, individually or in the aggregate, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its consolidated Subsidiaries in an aggregate amount exceeding $10,000,000.003,000,000; and (d) any other development that has resulted in, or that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware upon a Financial Officer of same (unless specific time is set forth below):the Borrower obtaining knowledge thereof: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.002,500,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of 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.

Notices of Material Events. The Upon any Senior Officer’s knowledge of same, the Parent Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Parent Borrower or any Affiliate thereof as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Parent Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.0015,000,000; and (d) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement on behalf of the Parent Borrower of a Financial Officer or other executive officer of the Parent 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.

Notices of Material Events. The Within thirty (30) days after a Responsible Officer of the Borrower has knowledge thereof, the Borrower will furnish to the Administrative Agent (and the Administrative Agent will provide to each Lender Lender) written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00100,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any DefaultDefault or the occurrence of any Borrowing Base Deficiency; (b) within five (5) Business Days after the filing or commencement of any claim for taxes, action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof that involves monetary claims in excess of $20,000,000 or that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.0010,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of an executive officer of Holdings or the Borrower, affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.001,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.. 80

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender (directly or through the Administrative Agent) prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, that could reasonably be expected to result in either (i) liability in excess of $3,000,000 or (ii) a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.002,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of an executive officer of Holdings or the Borrower, affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, that could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.001,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its respective Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator arbitrator, referee or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected expected, either individually or in the aggregate, to result in a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to would result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.0025,000,000; and (d) any other development that that, either individually or in the aggregate, results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of, or receipt by Holdings or the Borrower of any written notice claiming the occurrence of, any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, Subsidiary that could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its the Subsidiaries in an aggregate amount exceeding of $10,000,000.00; and25,000,000 or more; (d) any other development that results inhas resulted, or could reasonably be expected to result inresult, in a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible Officer of Holdings 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.

Notices of Material Events. The Holdings and the Borrower will furnish to the Administrative Agent and each Lender Lender, promptly upon Holdings or the Borrower's knowledge thereof, written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of Holdings, the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.0010,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Such Borrower will furnish to the Administrative Agent and each Lender (who will distribute copies to the Lenders) prompt written notice of the following promptly after it becomes aware following, upon any such event becoming known to any Responsible Officer of same (unless specific time is set forth below):such Borrower: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party such Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower to TWC and its Subsidiaries in an aggregate amount exceeding $10,000,000.00200,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of such 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.

Notices of Material Events. The Within thirty (30) days after a Responsible Officer of any Borrower has knowledge thereof, such Borrower will furnish to the Administrative Agent (and the Administrative Agent will provide to each Lender Lender) written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party a Borrower or any Affiliate Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and any Loan Party or any of its Subsidiaries ERISA Affiliates in an aggregate amount exceeding $10,000,000.00100,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower the Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower Within thirty (30) days after a Responsible Officer of the Parent has knowledge thereof, the Parent will furnish to the Administrative Agent (and the Administrative Agent will provide to each Lender Lender) written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Parent or any Affiliate Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower Parent and its Subsidiaries in an aggregate amount exceeding $10,000,000.00100,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Borrower the Parent setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower will furnish Furnish to the Administrative Agent and for distribution to each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default within 5 Business Days after a Responsible Officer of the Borrower becoming aware of the existence of such Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Credit Party of its Subsidiaries or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;; and (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrower Holdings or the Issuer will furnish to the Administrative Agent GSMP Purchasers, the GSMP VCOC and each Lender any Subsequent Holder prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default or Event of Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Issuer or any Affiliate thereof that, if adversely determined, could that would reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00a Material Adverse Effect; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 6.2 shall be accompanied by a statement of a Financial Officer or other executive officer Senior Officer of Borrower the Issuer or Holdings setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Notices of Material Events. The Borrower Borrowers will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of an executive officer or the Parent Borrower or any Subsidiary or a Financial Officer, affecting any Credit Party the Borrowers or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Parent Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00250,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Parent 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly after it becomes aware of same (unless specific time is set forth below): (a) the occurrence of any DefaultDefault under this Agreement; (b) within five fifteen (515) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party or any Affiliate thereof that, if adversely determined, could would reasonably be expected to result in a Material Adverse Effect; (c) within five fifteen (515) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00; and (d) any other development that results in, or could would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and Agent, which shall furnish to each Lender Lender, prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any DefaultDefault of which any Responsible Officer of the Borrower obtains knowledge; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate Subsidiary thereof that, if adversely determined, could would reasonably be expected to result in have a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.0075,000,000; and (d) prior to the Investment Grade Covenants Date, any other development that results inhas had, or could would reasonably be expected to result inhave, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer Responsible 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.

Notices of Material Events. The Within five (5) Business Days after any executive officer of the Borrower has knowledge thereof, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower, any Credit Party Obligor, or any Affiliate thereof of the Borrower or any Obligor that, individually or in the aggregate, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 a liability of the Borrower and its consolidated Subsidiaries in an aggregate amount exceeding $10,000,000.003,000,000, accompanied by a certificate of a Financial Officer setting forth the details as to such occurrence and the action, if any, which the Borrower is required or proposes to take with respect thereto; and (d) any other development that has resulted in, or that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial an Authorized 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof thatas to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse EffectEffect or that in any manner questions the validity of any Loan Document; (c) within five (5) Business Days after 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 liability of the Borrower and its the Subsidiaries in an aggregate amount exceeding $10,000,000.001,000,000; and (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender Bank prompt written notice notice, of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any Default; (b) within five any change in any Borrower Debt Rating; (5c) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof thatthat has a reasonable possibility of being adversely determined and, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (cd) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00100,000,000; and (de) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section (other than clause (b) above) shall be accompanied by a statement of 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.

Notices of Material Events. The Holdings and the U.S. Borrower will furnish to the Administrative Agent and each Lender Agents (for delivery to the Lenders) prompt written notice of the following promptly after it becomes upon becoming aware of same (unless specific time is set forth below):thereof: (a) the occurrence of any Default; (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party Holdings, the Borrowers or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after 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 liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.00a Material Adverse Effect; and (d) any other development that results in, or any other developments (other than a change in general market or industry conditions) that could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings or the U.S. 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.

Notices of Material Events. The Borrower will furnish to the Administrative Agent and (for distribution to each Lender Lender) prompt written notice upon any Responsible Officer obtaining actual knowledge of the following promptly after it becomes aware of same (unless specific time is set forth below):following: (a) the occurrence of any DefaultDefault (unless the Borrower first became aware of such Default from a notice delivered by the Administrative Agent); (b) within five (5) Business Days after the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any Credit Party the Borrower or any Affiliate thereof of its Affiliates that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (c) within five (5) Business Days after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurredoccurred after the Eighth Amendment Effective Date, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000.0030,000,000; and (d) any other development (excluding matters of a general economic, financial or political nature to the extent that they could not reasonably be expected to have a disproportionate effect on the Borrower or any of its Subsidiaries) that results in, or could reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this Section shall be accompanied by a statement of a Financial Responsible 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.