Common use of Material Occurrences Clause in Contracts

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL 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 ABL Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company as of the date of such statements; (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 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 Company which might result in the acceleration of the maturity of any 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs 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 Companies propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly Immediately notify Agent (for further delivery to each Lender) in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under with respect to the ABL Loan DocumentsNote Indenture Obligations; (dc) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (ed) 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 Borrower to a tax Tax imposed by Section 4971 of the Code; (fe) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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; (f) copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof; (g) any exercise of rights or remedies under any Performance Guaranty, [reserved]; (h) any draw on dispute or claim involving GLDD or any Letter of Credit, its Subsidiaries if such dispute or claim involves in excess of $1,000,000; and (il) any other development in the business or affairs of any Loan PartyBorrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL Indenture Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Indenture Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any material 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan PartyBorrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSenior 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 ABL Loan DocumentsSenior Note Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Loan Party as of the date of such statements; (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 Company or any member of the Controlled Group Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company of which a Loan Party has received a default notice which might result in the acceleration of the maturity of any IndebtednessIndebtedness in excess of $1,000,000, 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Parties which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Loan Parties propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Vessel Loan DocumentsDocumentation or the Subordinated Loan Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Vessel Loan DocumentsDocumentation or the Subordinated Loan Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any IndebtednessFunded Debt, including the names and addresses of the holders of such Indebtedness Funded Debt 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan PartyBorrower, Holdings or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsIndenture; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsIndenture; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might reasonably be expected to result in the acceleration of the maturity of any IndebtednessDebt in excess of $5,000,000, including the names and addresses of the holders of such Indebtedness Debt 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 IndebtednessDebt; and (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies propose Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSenior Not Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsSenior Note Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Loan Party as of the date of such statements; (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 Company or any member of the Controlled Group Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company of which a Loan Party has received a default notice which might result in the acceleration of the maturity of any IndebtednessIndebtedness in excess of $1,000,000, 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Parties which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Loan parties propose to take with respect thereto.

Material Occurrences. Promptly Promptly, and in any event within five (5) Business Days, notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL Intercompany Subordinated Loan Documents or the Holdings 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 ABL Subordinated Loan Documents or the Holdings Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower or Guarantor as of the date of such statements; (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 Company Borrower or any member of the Controlled Group Guarantor to a tax imposed by Section 4971 of the Code; (fg) each and every default by without limiting the requirements of Section 7.15, (x) any Company which might result in the acceleration of the maturity material amendment or change to any Organizational Document of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing Borrower or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of CreditGuarantor, and (iy) any material amendment, waiver, supplement or other material modification of any Holdings Loan Document or Intercompany Subordinated Loan Document; and (h) any other development in the business or affairs of any Loan PartyBorrower or Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers and Guarantors propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsMezzanine Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsMezzanine Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrower propose to take with respect thereto.

Material Occurrences. Promptly Immediately notify Agent Lender in writing upon the occurrence of: (a) any Event of Default or Default; (b) , including any event of default under the ABL Loan DocumentsHSBC Facility Agreements; (cb) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsHSBC Facility Agreements; (dc) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (ed) 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 Borrower to a tax imposed by Section 4971 of the Code; (fe) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (ifs) any other development in the business or affairs of any Loan PartyBorrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event “Event of default under Default” or “Default” (in each case, as defined in the ABL Loan DocumentsOther Senior 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 Other Senior Credit Agreement; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Loan Party as of the date of such statements; (d) 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 Company or any member of the Controlled Group Loan Party to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Loan Party which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies propose such Loan Party proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan Recapitalization Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan Recapitalization Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to might have a Material Adverse Effect; in each case describing the nature thereof and the action Companies propose Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Administrative Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSubordinated 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 ABL Loan DocumentsSubordinated Note Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Administrative Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower or Guarantor as of the date of such statements; (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 Company Borrower or any member of the Controlled Group Guarantor to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower or Guarantor which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Guarantor or any Borrower which could reasonably be expected to have a Material Adverse EffectEffect on any Guarantor or any Borrower; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL 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 ABL Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Loan Party as of the date of such statements; (ec) any accumulated retirement plan Pension Benefit Plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the CodeCode or sections 38 to 51 of the Pensions Act 2004, could subject any Company or any member of the Controlled Group Loan Party to a tax imposed by Section 4971 of the CodeCode or the issue of a Financial Support Direction or a Contribution Notice by the Pensions Regulator that could reasonably be expected to result in a Material Adverse Effect; (fd) each and every default by any Company Loan Party which might result in the acceleration of the maturity of any 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (ie) any other development in the business or affairs of any Loan PartyBorrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies the Loan Parties propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL 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 ABL Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Loan Party as of the date of such statements; (e) any accumulated retirement plan Pension Benefit Plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the CodeCode or sections 38 to 51 of the Pensions ▇▇▇ ▇▇▇▇, could subject any Company or any member of the Controlled Group Loan Party to a tax imposed by Section 4971 of the CodeCode or the issue of a Financial Support Direction or a Contribution Notice by the Pensions Regulator that could reasonably be expected to result in a Material Adverse Effect; (fc) each and every default by any Company Loan Party which might result in the acceleration of the maturity of any 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (id) any other development in the business or affairs of any Loan PartyBorrower or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Loan Parties propose to take with respect thereto.

Material Occurrences. Promptly notify Agent Lender in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsPlatinum Funding Documentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsPlatinum Funding Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent Lender fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse EffectEffect on Borrower; in each case describing the nature thereof and the action Companies Borrower propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan Subordinated Obligations Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan Subordinated Obligations Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 Execution Copy could be accelerated, and the amount of such Indebtedness; and (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Party which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated 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 ABL Subordinated Loan Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan PartyBorrower, Holdings or any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan Subordinated Debt Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan Subordinated Debt Documents; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan PartyBorrower, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSubordinated 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 ABL Loan DocumentsSubordinated Debt Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to might have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any IndebtednessIndebtedness in excess of $250,000, 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan PartyBorrower, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of Borrower or any Loan PartyGuarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrower propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan Documents; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under any Material Contract, including the ABL Loan DocumentsSony Distribution and Licensing Agreement, the Sony Replication Services Agreement or the IMHE Management Agreement; (dc) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (ed) 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 Borrower to a tax imposed by Section 4971 of the Code; (fe) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (if) any other development in the business or affairs of any Loan PartyBorrower, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result results in the acceleration of the maturity of any material 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies propose Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the -------------------- occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSubordinated 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 ABL Loan DocumentsSubordinated Debt Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any IndebtednessIndebtedness in excess of $250,000, 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSubordinated Note; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsSubordinated Note; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation]; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrowers as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies such Borrower propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan Documents; (c) 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 ABL Loan DocumentsCMP Subordinated Payable Documentation; (db) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company the Loan Parties as of the date of such statements; (ed) 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 Loan Parties to a tax imposed by Section 4971 of the Code; (fe) each and every default by any Company Loan Party which might result in the acceleration of the maturity of any 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; (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (if) any other development in the business or affairs of any Loan PartyParty or CMP, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies the Loan Parties propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSubordinated Note; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsSubordinated Note; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any Indebtedness, individually or in the aggregate in excess of $250,000, 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan PartyBorrower or ▇▇▇▇, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSubordinated 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 ABL Loan DocumentsSubordinated Debt Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; ; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Obligor to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Obligor which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Obligor which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Obligor propose to take with respect thereto.. EXECUTION ORIGINALS (l) Section 9.10 of the Loan Agreement is deleted, and is replaced by a new Section 9.10 to read as follows:

Material Occurrences. Promptly notify Agent in writing upon becoming aware of the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsSubordinated Documentation; (c) any event which with the giving of notice or lapse of time, time or both, would constitute an event of default under the ABL Loan DocumentsSubordinated Documentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of Borrower or any Loan Party, Guarantor which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies propose Borrower proposes to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Subordinated Loan DocumentsDocumentation; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Subordinated Loan DocumentsDocumentation; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of Borrower, Holdings or any Loan PartyGuarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrower propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsDebenture; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsDebenture; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of: of (a) any Event of Default or Default; (b) any event of default under the ABL Loan DocumentsFleet Agreements; (c) any event which with the giving of notice or lapse of time, or both, would constitute an event of default under the ABL Loan DocumentsFleet Agreements; (d) any event, development or circumstance whereby any financial statements or other reports delivered furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of any Company Borrower as of the date of such statements; (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 Company or any member of the Controlled Group Borrower to a tax imposed by Section 4971 of the Code; (f) each and every default by any Company Borrower which might result in the acceleration of the maturity of any 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 (g) any exercise of rights or remedies under any Performance Guaranty, (h) any draw on any Letter of Credit, and (i) any other development in the business or affairs of any Loan Party, Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Companies Borrowers propose to take with respect thereto.