Common use of Notices to Lenders Clause in Contracts

Notices to Lenders. The Borrowers shall notify the Agent in writing of the following matters at the following times: (a) Promptly, but in no event later than three Business Days, after becoming aware of the existence of any Event or Event of Default. (b) Promptly, but in no event later than three Business Days, after becoming aware that the holder of any capital stock of a Borrower or of any Debt has given notice or taken any action with respect to a claimed default. (c) Promptly, but in no event later than three Business Days, after becoming aware of any material adverse change in a Borrower's Property, business, operations, or condition (financial or otherwise). (d) Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which could be projected reasonably to result in the Borrowers, either individually or collectively, having to pay $1 million or more. (e) Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting a Borrower or any of its Subsidiaries. (f) Promptly, but in no event later than three Business Days, after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to a Borrower, any Subsidiary, or their respective Properties which may materially and adversely affect the Collateral, the repayment of the Obligations, the Agent or any Lender's rights under the Loan Documents, or a Borrower's Property, business, operations, or condition (financial or otherwise). (g) Promptly, but in no event later than three Business Days, after becoming aware of any violation by a Borrower of Environmental Laws or immediately upon receipt of any notice that a Public Authority has asserted that a Borrower is not in compliance with Environmental Laws or that its compliance is being investigated. (h) Thirty days prior to a Borrower's changing its name. (i) Promptly, but in no event later than three Business Days, after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after a Borrower's receipt of any notice concerning the imposition of any withdrawal liability under Section 4042 of ERISA with respect to a Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by a Borrower to any Pension Plan to which such Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or a Borrower's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect a Borrower's Property, business, operations, or condition (financial or otherwise). Each notice given under this SECTION 8.3 shall describe the subject matter thereof in reasonable detail and shall set forth the action that the relevant Borrower has taken or proposes to take with respect thereto.

Notices to Lenders. The Borrowers Each Borrower shall notify the Agent and the Lenders in writing of the following matters at the following times: (a) PromptlyImmediately, but in any event no event later than three two (2) Business Days, after becoming aware of any Default or Event of Default; (b) Immediately, but in any event no later than two (2) Business Days, after becoming aware of the existence of any Event or Event of Default. (b) Promptly, but in no event later than three Business Days, after becoming aware that assertion by the holder of any capital stock of a any Borrower or of any Subsidiary or of any Debt has given notice or taken any action in a face amount in excess of $500,000 that a default exists with respect to a claimed default.thereto or that such Borrower or such Subsidiary is not in compliance with the terms thereof, or the threat or commencement by such holder of any enforcement action because of such asserted default or non-compliance; (c) PromptlyImmediately, but in any event no event later than three two (2) Business Days, after becoming aware of any material adverse change in event or circumstance which could reasonably be expected to have a Borrower's Property, business, operations, or condition (financial or otherwise).Material Adverse Effect; (d) PromptlyImmediately, but in any event no event later than three two (2) Business Days, after becoming aware of any pending or threatened action, suit, or proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Governmental Authority, which could reasonably be projected reasonably expected to result in the Borrowers, either individually or collectively, having to pay $1 million or more.have a Material Adverse Effect; (e) PromptlyImmediately, but in any event no event later than three two (2) Business Days, after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting a any Borrower or any of its Subsidiaries.Subsidiaries in a manner which could reasonably be expected to have a Material Adverse Effect; (f) PromptlyImmediately, but in any event no event later than three two (2) Business Days, after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Governmental Authority applicable to a Borrower, affecting any Subsidiary, or their respective Properties which may materially and adversely affect the Collateral, the repayment of the Obligations, the Agent Borrower or any Lender's rights under the Loan Documents, or Subsidiary which could reasonably be expected to have a Borrower's Property, business, operations, or condition (financial or otherwise).Material Adverse Effect; (g) PromptlyImmediately, but in any event no event later than three two (2) Business Days, after becoming aware receipt of any notice of any violation by a any Borrower or any of Environmental Laws or immediately upon receipt its Subsidiaries of any notice Environmental Law which could reasonably be expected to have a Material Adverse Effect or that a Public any Governmental Authority has asserted in writing that a any Borrower or any Subsidiary is not in compliance with any Environmental Laws Law or that its is investigating such Borrower's or such Subsidiary's compliance is being investigated.therewith; (h) Thirty days prior Immediately, but in any event no later than two (2) Business Days, after receipt of any written notice that any Borrower or any of its Subsidiaries is or may be liable to any Person as a Borrower's changing its name.result of the Release or threatened Release of any Contaminant or that any Borrower or any Subsidiary is subject to investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $500,000; (i) PromptlyImmediately, but in any event no event later than three two (2) Business Days, after becoming aware receipt of any written notice of the imposition of any Environmental Lien against any property of any Borrower or any of its Subsidiaries; (j) Any change in any Borrower's name, state of organization, or form of organization, trade names under which any Borrower will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior thereto; (k) Within ten (10) Business Days after any Borrower or any ERISA EventAffiliate knows or has reason to know, accompanied that an ERISA Event or a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by any materials required to be filed with the IRS, the DOL or the PBGC with respect thereto; (l) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby, within five (5) Business Days after the filing thereof with the PBGC, the DOL or the IRS, as applicable, copies of the following: (i) each annual report (form 5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications received by any Borrower or any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL or the IRS, with respect to each Plan by either a Borrower or any ERISA Affiliate; (m) Upon request, copies of each actuarial report for any Plan or Multi-employer Plan and annual report for any Multi-employer Plan; immediately and within five (5) Business Days after receipt thereof by any Borrower or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC's intention to terminate a Borrower's receipt Plan or to have a trustee appointed to administer such Plan; (ii) any favorable or unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice concerning from a Multi-employer Plan regarding the imposition of any withdrawal liability in excess of $500,000; (n) Within five (5) Business Days after the occurrence thereof: (i) any changes in the benefits of any existing Plan which increase any Borrower's annual costs with respect thereto by an amount in excess of $500,000, or the establishment of any new Plan or the commencement of contributions to any Plan to which any Borrower or any ERISA Affiliate was not previously contributing; or (ii) any failure by any Borrower or any ERISA Affiliate to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; or (o) Within five (5) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know that any of the following events has or will occur: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA with respect to terminate a Multi-employer Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by a Borrower to any Pension Plan to which such Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or a Borrower's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect a Borrower's Property, business, operations, or condition (financial or otherwise). Each notice given under this SECTION 8.3 Section shall describe the subject matter thereof in reasonable detail detail, and shall set forth the action that the relevant Borrower a Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to take with respect thereto.

Notices to Lenders. The Borrowers Borrower shall notify the Agent in writing of the following matters at the following times: (a) Promptly, but in no event later than three Business Days, after becoming aware of the existence of any Event or Event of Default. (b) Promptly, but in no event later than three Business Days, after becoming aware that the holder of any capital stock of a Borrower or of any Debt has given notice or taken any action with respect to a claimed default. (c) Promptly, but in no event later than three Business Days, after becoming aware of any material adverse change in a Borrower's Property, business, operations, or condition (financial or otherwise). (d) Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which could be projected reasonably to result in the Borrowers, either individually or collectivelyBorrower, having to pay $1 million 250,000 or more. (e) Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting a Borrower or any of its Subsidiaries. (f) Promptly, but in no event later than three Business Days, after Immediately upon becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to a Borrower, any Subsidiary, or their respective Properties which may materially and adversely affect the Collateral, the repayment of the Obligations, the Agent or any Lender's rights under the Loan Documents, or a Borrower's Property, business, operations, or condition (financial or otherwise). (g) Promptly, but in no event later than three Business Days, after becoming aware of any violation by a Borrower of Environmental Laws or immediately upon receipt of any notice that a Public Authority has asserted that a Borrower is not in compliance with Environmental Laws or that its compliance is being investigated. (h) Thirty Any change in the Borrower's name as it appears in the state of its incorporation or other organization, state of incorporation or organization, type of entity, organizational identification number, locations of Collateral, or form of organization, trade names under which the Borrower will sell Inventory or create Accounts, or to which instruments in payment of Accounts may be made payable, in each case at least thirty (30) days prior to a Borrower's changing its name.thereto; (i) Promptly, but in no event later than three Business Days, after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after a Borrower's receipt of any notice concerning the imposition of any withdrawal liability under Section 4042 of ERISA with respect to a Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by a Borrower to any Pension Plan to which such Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or a Borrower's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect a Borrower's Property, business, operations, or condition (financial or otherwise). Each notice given under this SECTION Section 8.3 shall describe the subject matter thereof in reasonable detail and shall set forth the action that the relevant Borrower has taken or proposes to take with respect thereto.

Notices to Lenders. The Borrowers shall notify the Agent in writing of the following matters at the following times: (a) Promptly, but in no event later than three Business Days, after becoming aware of the existence of any Event or Event of Default. (b) Promptly, but in no event later than three Business Days, after becoming aware that the holder of any capital stock of a Borrower or of any Debt has given notice or taken any action with respect to a claimed default. (c) Promptly, but in no event later than three Business Days, after becoming aware of any material adverse change in a Borrower's Property, business, operations, or condition (financial or otherwise). (d) Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened action, suit, proceeding, or counterclaim by any Person, or any pending or threatened investigation by a Public Authority, which could be projected reasonably to result in the Borrowers, either individually or collectively, having to pay $1 million or more. (e) Promptly, but in no event later than three Business Days, after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting a Borrower or any of its Subsidiaries. (f) Promptly, but in no event later than three Business Days, after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to a Borrower, any Subsidiary, or their respective Properties which may materially and adversely affect the Collateral, the repayment of the Obligations, the Agent or any Lender's rights under the Loan Documents, or a Borrower's Property, business, operations, or condition (financial or otherwise). (g) Promptly, but in no event later than three Business Days, after becoming aware of any violation by a Borrower of Environmental Laws or immediately upon receipt of any notice that a Public Authority has asserted that a Borrower is not in compliance with Environmental Laws or that its compliance is being investigated. (h) Thirty days prior to a Borrower's changing its name. (i) Promptly, but in no event later than three Business Days, after becoming aware of any ERISA Event, accompanied by any materials required to be filed with the PBGC with respect thereto; immediately after a Borrower's receipt of any notice concerning the imposition of any withdrawal liability under Section 4042 of ERISA with respect to a Plan; immediately upon the establishment of any Pension Plan not existing at the Closing Date or the commencement of contributions by a Borrower to any Pension Plan to which such Borrower was not contributing at the Closing Date; and immediately upon becoming aware of any other event or condition regarding a Plan or a Borrower's or an ERISA Affiliate's compliance with ERISA, which may materially and adversely affect a Borrower's Property, business, operations, or condition (financial or otherwise). Each notice given under this SECTION Section 8.3 shall describe the subject matter thereof in reasonable detail and shall set forth the action that the relevant Borrower has taken or proposes to take with respect thereto.