Common use of Material Occurrences Clause in Contracts

Material Occurrences. The Borrower shall promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party as of the date of such statements; (c) each and every default by any Note Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (d) any other development in the business or affairs of any Note Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly, and in any event with three Business Days, notify the Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; , (b) any default or event of default under any Material Business Agreement which has or could reasonably be expected to have a Material Adverse Effect, (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower Parent and its consolidated Subsidiaries or any Note Party on a consolidated basis as of the date of such statements; , (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any Subsidiary thereof to a tax imposed by Section 4971 of the Code, (e) each and every default by any Note such Loan Party or any such Subsidiary which might could reasonably be expected to result in the acceleration of the maturity of any Indebtedness having with an outstanding principal amount in excess of exceeding Two Million Five Hundred Thousand Dollars ($500,000 individually or $1,000,000 in the aggregate2,500,000), including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; , and (df) any other development in the business or affairs of any Note such Loan Party or any such Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case case, to the extent permitted by applicable law, describing the nature thereof and the action such Note Loan Party or such Subsidiary propose proposes to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Senior Notes or any Subordinated Indebtedness; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Notes or Subordinated Indebtedness; (d) any event, development or circumstance whereby any financial statements or other reports furnished provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (ce) any funding deficiency which, if not corrected as provided in Section 4971 of the Internal Revenue Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Internal Revenue Code; (f) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Material Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (g) of this Section 9.5, describing the nature thereof and the action such Note Party or such Subsidiary the Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Within three (3) Business Days of obtaining knowledge thereof, notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default or event which with the giving of notice or lapse of time, or both, would constitute an event of default under any of the Subordinated Indebtedness Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries any Loan Party or any Note Party Subsidiary thereof as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of more than $500,000 individually or $1,000,000 in the aggregate1,000,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Loan Party or such Subsidiary propose proposes to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (except for changes in GAAP or in the application of GAAP to which the Loan Parties’ independent certified public accountants concur), the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (c) any funding deficiency which, if not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary which might would result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregatematerial Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could would reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (e) of this Section 9.5, describing the nature thereof and the action such Note Party or such Subsidiary the Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party in respect of any Indebtedness which, individually or any Subsidiary when aggregated, exceeds the Materiality Threshold which might could reasonably be expected to result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) the termination (or receipt of notice of pending termination) of any Material Agreement; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary that Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall Upon Borrower’s knowledge thereof, promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with specifying the nature of such notice stating that it is a “Notice Default or Event of Default”, including the anticipated effect thereof; (b) any default or event of default under any of the Term Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party Loan Parties as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might could reasonably be expected to result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate500,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be acceleratedIndebtedness, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Loan Party or such Subsidiary propose proposes to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any default or event of default under the Term Loan Documents, (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateMaterial Indebtedness, including the names and addresses of the holders of such Material Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Material Indebtedness; (f) [reserved]; (g) [reserved] and (dh) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly (but in any event within five (5) Business Days thereafter) notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries any Loan Party or any Note Subsidiary of any Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any Subsidiary of any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Loan Party or any Subsidiary of any Loan Party which could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party Loan Parties or such Subsidiary Subsidiaries propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the CMP Subordinated Payable Documentation, or any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the CMP Subordinated Payable Documentation; (c) event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party Loan Parties as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject the Loan Parties to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary CMP, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary the Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly (but in any event within five (5) Business Days thereafter) notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries any Loan Party or any Note Subsidiary of any Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any Subsidiary of any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Loan Party or any Subsidiary of any Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party Loan Parties or such Subsidiary Subsidiaries propose to take with respect thereto.

Material Occurrences. The Borrower shall Upon Borrower’s knowledge thereof, promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default, specifying the nature of such Default with such notice stating that it is a “Notice or Event of Default”, including the anticipated effect thereof; (b) any default or event of default under any of the Revolving Loan Documents; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party Loan Parties as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a material tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might could reasonably be expected to result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate500,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be acceleratedIndebtedness, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Loan Party or such Subsidiary propose proposes to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Senior Note Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Note Documentation; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note of which a Loan Party or any Subsidiary has received a default notice which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate1,000,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Party or any Subsidiary Loan Parties which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers in writing upon the occurrence of of: (ai) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (bii) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (ciii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Specified Loan Party to a tax imposed by Section 4971 of the Code; (iv) each and every default by any Note Specified Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (v) the occurrence of a termination of, or the receipt by the Loan Party of any notice of the termination of any one or more Material Contract of any Loan Party and (dvi) any other development in the business or affairs of any Note Party Borrower, any Guarantor or any Subsidiary of their Subsidiaries, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party in respect of any Indebtedness which, individually or any Subsidiary which might when aggregated, exceeds the Materiality Threshold and that could reasonably be expected to result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) the termination (or receipt of notice of pending termination) of any Material Agreement; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary that Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify the Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the ▇▇▇▇▇▇▇▇▇▇ Loan Documents or the Senior Notes Documentation; (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower Radnor and its Subsidiaries or any Note Party on a consolidated basis as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might would reasonably be expected to result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount which individually, or in the aggregate, is in excess of Five Million and 00/100 Dollars ($500,000 individually or $1,000,000 in the aggregate5,000,000.00), including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case case, to the extent permitted by applicable law, describing the nature thereof and the action such Note Party or such Subsidiary the Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (e) any default or event of default under any document or instrument evidencing the Specified Indebtedness; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice hereunder or any Ex-Im Event of Default”Default or Ex-Im Default under the Ex-Im Subfacility Credit Agreement; (b) any event of default under the agreements evidencing and/or governing the Permitted DNI Subordinated Loans; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the agreements evidencing and/or governing the Permitted DNI Subordinated Loans; (d) any event, development or circumstance whereby any financial statements or other reports furnished delivered to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party Company as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Company or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note Party or any Subsidiary Company which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Companies propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers Lenders in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Term Loan Documents, the 2024 Convertible Notes and/or the 2026 Convertible Notes; (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Senior Subordinated Indenture or the Senior Subordinated Notes; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Subordinated Indenture or the Senior Subordinated Notes; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and any Loan Party or its Subsidiaries or any Note Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency under Section 412 which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party , any Subsidiary of any Loan Party or any member of the Controlled Group of a Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary of a Loan Party which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Loan Party or Subsidiary of any Subsidiary Loan Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action that such Note Party or such Subsidiary Persons propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Senior Unsecured Debt Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Unsecured Debt Documentation; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding for Money Borrowed in a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate100,000, including the names and addresses of the holders of such Indebtedness for Money Borrowed with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such IndebtednessIndebtedness for Money Borrowed; and (dg) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “"Notice of Default”"; (b) any event of default under the First Lien Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the First Lien Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the IRC, could subject any Loan Party to a tax imposed by Section 4971 of the IRC; (f) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly (but in any event within five (5) Business Days thereafter) notify Agent and Purchasers in writing upon the occurrence of (alxvi) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (blxvii) any event, development or 125 circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries any Loan Party or any Note Subsidiary of any Loan Party as of the date of such statements; lxviii) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (c2) plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any Subsidiary of any Loan Party to a tax imposed by Section 4971 of the Code; lxix) each and every default by any Note Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dlxx) any other development in the business or affairs of any Note Loan Party or any Subsidiary of any Loan Party which could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party Loan Parties or such Subsidiary Subsidiaries propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished provided to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (c) any funding deficiency which, if not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any member of the Controlled Group to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having which could result in an outstanding principal amount in excess Event of $500,000 individually or $1,000,000 in the aggregateDefault, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case as to clauses (a) through (e) of this Section 9.5, describing the nature thereof and the action such Note Party or such Subsidiary the Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Collateral Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Collateral Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party Loan Parties as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Party Loan Parties, or any Subsidiary of them, which might would be reasonably likely to result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Party Loan Parties, or any Subsidiary of them, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Immediately notify Agent and Purchasers Lenders in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Term DIP Loan Documents, the 2024 Convertible Notes and/or the 2026 Convertible Notes; (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly (and in no event later than ten (10) days after an officer of the Company obtains knowledge thereof) notify Agent and Purchasers the Lender in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent the Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party as of the date of such statements; (c) each and every default by any Note Borrower Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (d) any other development in the business or affairs of any Note Borrower Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary the Borrower propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly (but in any event within five (5) Business Days thereafter) notify Agent and Purchasers the Lender in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent the Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries any Loan Party or any Note Subsidiary of any Loan Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party or any Subsidiary of any Loan Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Loan Party or any Subsidiary of any Loan Party which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Loan Party or any Subsidiary of any Loan Party which could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party Loan Parties or such Subsidiary Subsidiaries propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly, and in any event within two (2) Business Days, notify Administrative Agent and Purchasers in writing upon the occurrence of of: (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Senior Secured Notes Documents, the Revolving Loan Documents or the Unsecured Notes Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Senior Secured Notes Documents, the Revolving Loan Documents or the Unsecured Notes Documents; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently appliedapplied (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable), the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note Loan Party or any Subsidiary which might result in would allow the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateMaterial Indebtedness, including the names and addresses of the holders of such Material Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) any claims, individually or in the aggregate at any one time, in excess of $2,000,000 made under any Bonding Arrangement; and (dh) any other development in the business or affairs of any Note Party or any Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Party or such Subsidiary the Loan Parties propose to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly, but in any event no later than five (5) days after such occurrence, notify the Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the ▇▇▇▇▇▇▇▇▇▇ Loan Documents or the Senior Notes Documentation; (c) any event, development or circumstance whereby any financial statements or other reports furnished to the Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower Radnor and its Subsidiaries or any Note Party on a consolidated basis as of the date of such statements; (cd) any accumulated retirement plan funding deficiency which, if such deficiency continued for two (2) plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (e) each and every default by any Note Loan Party or any Subsidiary which might would reasonably be expected to result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount which individually, or in the aggregate, is in excess of Five Million and 00/100 Dollars ($500,000 individually or $1,000,000 in the aggregate5,000,000.00), including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (df) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case case, to the extent permitted by applicable law, describing the nature thereof and the action such Note Party or such Subsidiary the Loan Parties propose to take with respect thereto. 17. The following is hereby inserted as a new Section 9.15 of the Credit Agreement:

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the consolidated financial condition or operating results of the Borrower and its Subsidiaries or any Note Party as of the date of such statements; (c) any accumulated retirement plan funding deficiency that, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Credit Party to a tax imposed by Section 4971 of the Code; (d) each and every default by any Note Party or any Subsidiary which Borrower that might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (de) any other development in the business or affairs of any Note Credit Party or any Subsidiary which that could reasonably be expected to have a Material Adverse EffectEffect and including, in any event, any revocation, intended revocation, non-renewal or intended non-renewal of any Contract; in each case describing the nature thereof and the action such Note Credit Party or such Subsidiary propose proposes to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any “Event of Default” or “Default” (in each case, as defined in the Term Loans B Credit Agreement), and promptly provide Agent with copies of any written notices with respect thereto, including, without limitation, any notice of acceleration of all or any portion of the “Obligations” as defined in the Term Loans B Credit Agreement; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Loan Party as of the date of such statements; (cd) the receipt of any notice with respect to the potential exercise of a “put” under the Subordinated Credit Agreement and promptly provide to Agent a copy of any such notice; (e) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note Loan Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregateIndebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Loan Party or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action such Note Loan Party or such Subsidiary propose proposes to take with respect thereto.

Material Occurrences. The Borrower shall promptly Promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or Default with such notice stating that it is a “Notice of Default”; (b) any event of default under the Junior Subordinated Debentures; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the Junior Subordinated Debentures; (d) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Credit Party as of the date of such statements; (ce) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Credit Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Note Credit Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate50,000, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (dg) any other development in the business or affairs of any Note Credit Party or any Subsidiary which could reasonably be expected to have a Material Adverse EffectEffect on such Credit Party; in each case describing the nature thereof and the action such Note Party or such Subsidiary Credit Parties propose to take with respect thereto.