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, development or circumstance due to which any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or Borrower 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 Credit Party or Subsidiary to a Tax imposed by Section 4971 of the Code; (d) each and every default by any Credit Party or Subsidiary which permits the holders of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such Indebtedness; and (e) any other development in the business or affairs of any Credit Party or Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly (a) Promptly, but in any event within one (1) Business Day after such Loan Party has knowledge thereof, notify Agent and Lenders in writing upon the occurrence of (a) any Default or Event of Default or Default; and (b) promptly, but in any eventevent within fifteen (15) Business Days after such Loan Party has knowledge thereof, development or circumstance due notify Agent and Lenders in writing upon the occurrence of: (i) any default by any Loan Party 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; (ii) any financial statements matter materially affecting the value, enforceability or other reports furnished to Agent or the Lenders fail in collectability of any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results portion of the Parent Collateral; (iii) other development in the business or affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect and (iv) any change in the information provided in the Beneficial Ownership Certification delivered on behalf of any Borrower as pursuant to this Agreement (if any) that would result in a change to the list of the date of such statements; beneficial owners identified in parts (c) or (d) of such certification (as previously updated pursuant to this Section 9.5); and (c) promptly, but in any accumulated retirement plan event not later than concurrently with the delivery of the monthly financial statements required to be delivered to Lenders pursuant to Section 9.9 hereof with respect to the period in which such Loan Party has knowledge thereof, notify Agent and Lenders in writing upon the occurrence of: (i) any 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 Loan Party or Subsidiary any member of the Controlled Group to a Tax tax imposed by Section 4971 of the CodeCode if such tax could reasonably be expected to result in a Material Adverse Effect; (dii) each and every default the receipt by any Credit Loan Party or Subsidiary which permits the holders of any Indebtedness notice from any Material Customer of its intent to either (x) terminate its relationship directly or indirectly with a Loan Party, or (y) materially and adversely modify any Material Contract involving such Loan Party; (iii) any material and adverse change in the relationship or arrangements within the LTO Consortium; (iv) any investigation, hearing, proceeding or other inquest by any Governmental Body into any Loan Party, or to the knowledge of Quantum, any Affiliate of any Credit Loan Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, with respect to accelerate the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such IndebtednessAnti-Terrorism Laws; and (ev) any lapse or other development in termination of any Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business or affairs of any Credit Party refusal by any Governmental Body or Subsidiary which any other Person to renew or extend any such Consent to the extent any such refusal could reasonably be expected to have a Material Adverse Effect; and in each case as to clauses (a), (b) and (c) of this Section 9.5, describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly (but in any event within the applicable time period set forth below) notify Agent in writing upon the occurrence of (a) any Event of Default or Default, within two (2) Business Days of the occurrence thereof; (b) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent any Loan Party or Borrower any Subsidiary of any Loan Party as of the date of such statements, within five (5) Business Days of the occurrence thereof; (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 Credit Loan Party or any Subsidiary of any Loan Party to a Tax tax imposed by Section 4971 of the Code, within ten (10) Business Days of the occurrence thereof; (d) each and every default by any Credit Loan Party or any Subsidiary which permits the holders of any Indebtedness Loan Party which might result in the acceleration of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such 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, in each case within two (2) Business Days of the occurrence thereof; and (e) any other development in the business or affairs of any Credit 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 the Credit Party Loan Parties or such Subsidiary proposes Subsidiaries propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is each case within five (5) Business Days prior to of the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary terminationthereof.

Material Occurrences. Promptly (a) Immediately after such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of (a) any Default or Event of Default or Default; and (b) promptly, but in any eventevent within fifteen (15) Business Days after such Loan Party has knowledge thereof, development notify Agent in writing upon the occurrence of: (i) any event of default under the Convertible Debt Documents; (ii) any default by any Loan Party which might result in the acceleration of the maturity of any Indebtedness in an amount of $1,000,000 or circumstance due more, 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; (iii) any financial statements matter materially affecting the value, enforceability or other reports furnished to Agent or the Lenders fail in collectability of any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results portion of the Parent Collateral; and (iv) any other development in the business or Borrower as affairs of the date of such statementsany Loan Party which could reasonably be expected to have a Material Adverse Effect; and (c) promptly, but in any accumulated retirement plan event not later than concurrently with the delivery of the monthly financial statements required to be delivered to Agent pursuant to Section 9.9 hereof with respect to the period in which such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of: (i) any 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 Loan Party or Subsidiary any member of the Controlled Group to a Tax tax imposed by Section 4971 of the Code; (dii) each and every default the receipt by any Credit Loan Party or Subsidiary which permits the holders of any Indebtedness notice from any Material Customer of its intent to either (x) terminate its relationship directly or indirectly with a Loan Party, or (y) materially and adversely modify any material agreement involving such Loan Party; (v) any material and adverse change in the relationship or arrangements within the LTO Consortium; (iii) any investigation, hearing, proceeding or other inquest by any Governmental Body into any Loan Party, or to the knowledge of Quantum, any Affiliate of any Credit Loan Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, with respect to accelerate the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such IndebtednessAnti-Terrorism Laws; and (eiv) any lapse or other development in termination of any Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business or affairs of any Credit Party refusal by any Governmental Body or Subsidiary which could reasonably be expected any other Person to have a Material Adverse Effectrenew or extend any such Consent; and in each case as to clauses (a), (b) and (c) of this Section 9.5, describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly (a) Promptly, but in any event within one (1) Business Day, after such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of (a) any Default or Event of Default or Default; and (b) promptly, but in any eventevent within fifteen (15) Business Days after such Loan Party has knowledge thereof, development or circumstance due notify Agent in writing upon the occurrence of: (i) any default by any Loan Party 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; (ii) any financial statements matter materially affecting the value, enforceability or other reports furnished to Agent or the Lenders fail in collectability of any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results portion of the Parent Collateral; and (iii) any other development in the business or Borrower as affairs of the date of such statementsany Loan Party which could reasonably be expected to have a Material Adverse Effect; and (c) promptly, but in any accumulated retirement plan event not later than concurrently with the delivery of the monthly financial statements required to be delivered to Agent pursuant to Section 9.9 hereof with respect to the period in which such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of: (i) any 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 Loan Party or Subsidiary any member of the Controlled Group to a Tax tax imposed by Section 4971 of the CodeCode if such tax could reasonably be expected to result in a Material Adverse Effect; (dii) each and every default the receipt by any Credit Loan Party or Subsidiary which permits the holders of any Indebtedness notice from any Material Customer of its intent to either (x) terminate its relationship directly or indirectly with a Loan Party, or (y) materially and adversely modify any Material Contract involving such Loan Party; (iii) any material and adverse change in the relationship or arrangements within the LTO Consortium; (iv) any investigation, hearing, proceeding or other inquest by any Governmental Body into any Loan Party, or to the knowledge of Quantum, any Affiliate of any Credit Loan Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, with respect to accelerate the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such IndebtednessAnti-Terrorism Laws; and (ev) any lapse or other development in termination of any Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business or affairs of any Credit Party refusal by any Governmental Body or Subsidiary which any other Person to renew or extend any such Consent to the extent any such refusal could reasonably be expected to have a Material Adverse Effect; and in each case as to clauses (a), (b) and (c) of this Section 9.5, describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly (a) Immediately after such Loan Party has knowledge thereof, notify Agent and Lenders in writing upon the occurrence of (a) any Default or Event of Default or Default; and (b) promptly, but in any eventevent within fifteen (15) Business Days after such Loan Party has knowledge thereof, development or circumstance due notify Agent and Lenders in writing upon the occurrence of: (i) any default by any Loan Party 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; (ii) any financial statements matter materially affecting the value, enforceability or other reports furnished to Agent or the Lenders fail in collectability of any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results portion of the Parent Collateral; (iii) other development in the business or Borrower as affairs of any Loan Party which could reasonably be expected to have a Material Adverse Effect and (iv) any change in the date information provided in the Beneficial Ownership Certification that would result in a change to the list of such statements; beneficial owners identified in parts (c) or (d) of such certification; and (c) promptly, but in any accumulated retirement plan event not later than concurrently with the delivery of the monthly financial statements required to be delivered to Lenders pursuant to Section 9.9 hereof with respect to the period in which such Loan Party has knowledge thereof, notify Agent and Lenders in writing upon the occurrence of: (i) any 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 Loan Party or Subsidiary any member of the Controlled Group to a Tax tax imposed by Section 4971 of the Code; (d) each and every default by any Credit Party or Subsidiary which permits the holders of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of Code if such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such Indebtedness; and (e) any other development in the business or affairs of any Credit Party or Subsidiary which tax could reasonably be expected to have result in a Material Adverse Effect; (ii) the receipt by any Loan Party of any notice from any Material Customer of its intent to either (x) terminate its relationship directly or indirectly with a Loan Party, or (y) materially and adversely modify any material agreement involving such Loan Party; (iii) any material and adverse change in the relationship or arrangements within the LTO Consortium; (iv) any investigation, hearing, proceeding or other inquest by any Governmental Body into any Loan Party, or to the knowledge of Quantum, any Affiliate of any Loan Party with respect to Anti-Terrorism Laws; and (v) any lapse or other termination of any Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business or any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and in each case as to clauses (a), (b) and (c) of this Section 9.5, describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly Immediately notify Agent (and with respect to clause (h) below, in any event within five (5) Business Days) in writing upon the occurrence of of: (a) any Event of Default or DefaultDefault hereunder or any Domestic Event of Default or Domestic Default under the Domestic 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 due to which whereby any financial statements or other reports furnished delivered to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or Borrower any 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 Credit Party Company or Subsidiary any member of the Controlled Group to a Tax tax imposed by Section 4971 of the Code; (df) each and every default by any Credit Party or Subsidiary Company which permits might result in the holders acceleration of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such 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 Loan Party, at any time, learning that the representation set forth in Section 5.29 or 5.30 was erroneous when made or has become erroneous by reason of changed circumstances, and (eh) any other development in the business or affairs of any Credit Party or Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes Companies propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Agent Purchaser in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance due to which any financial statements or other reports furnished to Agent or the Lenders Purchaser fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or Borrower Credit 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 Credit Party or Subsidiary to a Tax imposed by Section 4971 of the Code; (d) each and every default by any Credit Party or Subsidiary which permits the holders of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,00050,000, to accelerate the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such Indebtedness; and (e) any other development in the business or affairs of any Credit Party or Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes to take with respect thereto. In addition, the Credit Parties shall notify Agent Purchaser in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employmentemployment of any of Xxxxxx X. Xxxxxxxx, Xxxxxxx X. X’Xxxx, Xxxxx Xxxxx, Xx. Xxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxxx or Xxxx Xxxxxxx such notice shall be given no later than the date that is five three (53) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent Purchaser in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or any Borrower as of the date of such statements; (c) any accumulated retirement plan funding deficiency with respect to any Pension Benefit Plan 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 or Subsidiary Borrower to a Tax tax imposed by Section 4971 of the Code; (d) each and every default by any Credit Party or Subsidiary Borrower which permits might result in the holders acceleration of the maturity of any Indebtedness of any Credit Party for borrowed money or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such IndebtednessCapitalized Lease Obligations, 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 lapse or other termination of any Consent issued to any Borrower by any Governmental Body or any other Person that is material to the operation of any Borrower’s business, (f) any refusal by any Governmental Body or any other Person to renew or extend any such Consent, (g) filing by any Borrower of any periodic or special reports with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower (which notification shall include delivery of copies of such reports) and (eh) any other development in the business or affairs of any Credit Party or Subsidiary Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes Borrowers propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly Promptly, and in any event within two (2) Business Days, after any Loan Party has obtained knowledge thereof, notify Administrative Agent (for prompt distribution to each Lender) in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any event of default under the Revolving Loan Documents, the Unsecured Notes Documents or Acceptable Refinancing Debt, if any; (c) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Administrative Agent or the Lenders 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 Parent or Borrower any Loan Party 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 Credit Loan Party or Subsidiary to a Tax tax imposed by Section 4971 of the Code; (de) each and every event of default by any Credit Loan Party or any Subsidiary which permits would allow the holders acceleration of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such any Material 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; and (ef) any claims, individually or in the aggregate at any one time, in excess of $2,000,000 made under any Bonding Arrangement; (g) any other development in the business or affairs of any Credit Party or Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, ; (h) any interruption of the Credit Parties shall notify Agent in writing promptly operations of any change material portion of the Loan Parties’ mining facilities (other than voluntary shutdowns by the Loan Parties in senior management the conduct of their business) at any time for more than thirty (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, 30) consecutive days and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary terminationCollateral Event.

Material Occurrences. Promptly (a) Immediately Promptly, but in any event within one (1) Business Day, after such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of (a) any Default or Event of Default or Default; and (b) promptly, but in any eventevent within fifteen (15) Business Days after such Loan Party has knowledge thereof, development or circumstance due notify Agent in writing upon the occurrence of: (i) any default by any Loan Party 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; (ii) any financial statements matter materially affecting the value, enforceability or other reports furnished to Agent or the Lenders fail in collectability of any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results portion of the Parent Collateral; and (iii) any other development in the business or Borrower as affairs of the date of such statementsany Loan Party which could reasonably be expected to have a Material Adverse Effect; and (c) promptly, but in any accumulated retirement plan event not later than concurrently with the delivery of the monthly financial statements required to be delivered to Agent pursuant to Section 9.9 hereof with respect to the period in which such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of: (i) any 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 Loan Party or Subsidiary any member of the Controlled Group to a Tax tax imposed by Section 4971 of the CodeCode if such tax could reasonably be expected to result in a Material Adverse Effect; (dii) each and every default the receipt by any Credit Loan Party or Subsidiary which permits the holders of any Indebtedness notice from any Material Customer of its intent to either (x) terminate its relationship directly or indirectly with a Loan Party, or (y) materially and adversely modify any Material agreementContract involving such Loan Party; (iii) any material and adverse change in the relationship or arrangements within the LTO Consortium; (iv) any investigation, hearing, proceeding or other inquest by any Governmental Body into any Loan Party, or to the knowledge of Quantum, any Affiliate of any Credit Loan Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, with respect to accelerate the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such IndebtednessAnti-Terrorism Laws; and (ev) any lapse or other development in termination of any Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business or affairs of any Credit Party refusal by any Governmental Body or Subsidiary which any other Person to renew or extend any such Consent to the extent any such refusal could reasonably be expected to have a Material Adverse Effect; and in each case as to clauses (a), (b) and (c) of this Section 9.5, describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or Borrower 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 Credit Loan Party or Subsidiary to a Tax tax imposed by Section 4971 of the Code; (d) each and every default by any Credit Loan Party or Subsidiary which permits would reasonably be expected to result in the holders acceleration of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such Indebtedness(i) any Indebtedness for Borrowed Money if the Undrawn Availability of the Borrowers is less than or equal to One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00) or (ii) any Indebtedness for Borrowed Money that individually, or in the aggregate is in excess of Ten Million and 00/100 Dollars ($10,000,000.00) if the Undrawn Availability of the Borrowers exceeds One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00), 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 (e) any other development in the business or affairs of any Credit Loan Party or 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 the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

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 Junior Subordinated Debentures, the Axxess Subordinated Notes, Axxess Long Term Subordinated Note, SunSource Long Term Subordinated Guaranty or the SunSource Subordinated Guaranties; (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, the Axxess Subordinated Notes, Axxess Long Term Subordinated Note, SunSource Long Term Subordinated Guaranty or the SunSource Subordinated Guaranties; (d) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or Borrower any 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 or Subsidiary to a Tax tax imposed by Section 4971 of the Code; (df) each and every default by any Credit Party or Subsidiary which permits might result in the holders acceleration of the maturity of any Indebtedness in excess of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such Indebtedness50,000, 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 (eg) any other development in the business or affairs of any Credit Party or 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 the Credit Party or such Subsidiary proposes Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default or other circumstance occurring under the Cash Collateral Order that could result in the Debtors' inability to continue to use Cash Collateral thereunder or under the terms and conditions set forth therein as in effect as of the date hereof; (c) any event of default under any Prepetition Secured Debt Document (as defined in the Cash Collateral Order) first occurring after the Petition Date; (d) other than the commencement of the Cases, any event which, with the giving of notice or lapse of time, or both, would constitute an event of default under any Prepetition Secured Debt Document; (e) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or Borrower any Loan Party as of the date of such statements; (cf) 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 Loan Party or Subsidiary to a Tax tax imposed by Section 4971 of the Code; (dg) other than the commencement of the Cases, each and every default by any Credit Loan Party or Subsidiary which permits might result in the holders acceleration of the maturity of any Indebtedness of any Credit Party or Subsidiary, the outstanding with a principal amount in excess of which exceeds Two Hundred Fifty Thousand and 00/100 Dollars ($250,000, to accelerate the maturity of such Indebtedness250,000.00), 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 outstanding amount of such Indebtedness; (h) any Loan Party entering into, terminating (other than pursuant to its terms), or materially amending any Material Contract, which notice shall summarize the material terms of such Material Contract or material amendment to such Material Contract, and upon the request of the Agent, the Loan Parties shall provide such Material Contract to the Agent, and (ei) any other development in the business or affairs of any Credit Party or Subsidiary Loan Party, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Administrative Agent (for further delivery to each Lender) in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any eventevent which with the giving of notice or lapse of time, development or circumstance due both, would constitute an event of default with respect to which any financial statements or other reports furnished to Agent the ABL Credit Agreement or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or Borrower as of the date of such statementsNote Indenture Obligations; (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 Credit Party or Subsidiary Borrower to a Tax imposed by Section 4971 of the Code; (d) copies of each and every default 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 any Credit Party such agency regarding financial or Subsidiary which permits the holders of any Indebtedness other operational results of any Credit Party or Subsidiaryany Subsidiary thereof; (e) [reserved]; (h) any dispute or claim involving Borrower or any of its Subsidiaries if such dispute or claim involves in excess of $1,100,000; (g) (i) any event of default (including an "Event of Default" as defined in the ABL Credit Agreement or the Notes Indenture) under the ABL Loan Documents or the Notes Indenture, and/or (ii) any event which with the outstanding principal amount giving of which exceeds $250,000notice or lapse of time, to accelerate or both, would constitute an event of default (including an “Event of Default” as defined in the maturity of such Indebtedness, including ABL Credit Agreement or the names and addresses of Notes Indenture) under the holders of such Indebtedness and ABL Loan Documents or the amount of such Indebtedness; Notes Indenture and (eg) any other development in the business or affairs of Borrower or any Credit Party or Subsidiary Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary Borrower proposes to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of of: (a) any Event of Default or Default, including the occurrence of any “Default” or “Event of Default under the Term Debt Documents (or the receipt of any notice from Term Debt Creditors alleging the occurrence of any such event), (b) any event of default under any Subordinated Debt (or the receipt of any notice from the holder of any such Subordinated Debt alleging the occurrence of any such event); (bc) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or any Borrower 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 Credit Party or Subsidiary Borrower to a Tax tax imposed by Section 4971 of the Code; (de) each and every default by any Credit Party or Subsidiary Borrower which permits might result in the holders acceleration of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of any Indebtedness, if such Indebtednessacceleration could reasonably be expected to have a Material Adverse Effect, 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) any Borrower becomes involved in any material labor dispute, or any strikes or walkouts or union organization of any Borrower’s employees is threatened (to the best knowledge of Borrowers) or occurs or any labor contract is entered into which is scheduled to expire during the Term, (g) any communications received from DIRECTV asserting the termination of the DIRECTV/DirectSat Contract or the DIRECTV Letter and (eh) any other development in the business or affairs of any Credit Party Borrower or Subsidiary any Guarantor, which could reasonably be expected to have a Material Adverse 104 Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes Borrowers propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of of: (a) any Event of Default or Default, including the occurrence of any “Default” or “Event of Default under the Term Debt Documents (or the receipt of any notice from Term Debt Creditors alleging the occurrence of any such event), (b) any event of default under any Subordinated Debt (or the receipt of any notice from the holder of any such Subordinated Debt alleging the occurrence of any such event); (bc) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or any Borrower 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 Credit Party or Subsidiary Borrower to a Tax tax imposed by Section 4971 of the Code; (de) each and every default by any Credit Party or Subsidiary Borrower which permits might result in the holders acceleration of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of any Indebtedness, if such Indebtednessacceleration could reasonably be expected to have a Material Adverse Effect, 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) any Borrower becomes involved in any material labor dispute, or any strikes or walkouts or union organization of any Borrower’s employees is threatened (to the best knowledge of Borrowers) or occurs or any labor contract is entered into which is scheduled to expire during the Term, and (eg) any other development in the business or affairs of any Credit Party Borrower or Subsidiary any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes Borrowers propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly (a) Immediately after such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of (a) any Default or Event of Default or Default; and (b) promptly, but in any eventevent within fifteen (15) Business Days after such Loan Party has knowledge thereof, development or circumstance due notify Agent in writing upon the occurrence of: (i) any default by any Loan Party 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; (ii) any financial statements matter materially affecting the value, enforceability or other reports furnished to Agent or the Lenders fail in collectability of any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results portion of the Parent Collateral; and (iii) any other development in the business or Borrower as affairs of the date of such statementsany Loan Party which could reasonably be expected to have a Material Adverse Effect; and (c) promptly, but in any accumulated retirement plan event not later than concurrently with the delivery of the monthly financial statements required to be delivered to Agent pursuant to Section 9.9 hereof with respect to the period in which such Loan Party has knowledge thereof, notify Agent in writing upon the occurrence of: (i) any 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 Loan Party or Subsidiary any member of the Controlled Group to a Tax tax imposed by Section 4971 of the Code; (d) each and every default by any Credit Party or Subsidiary which permits the holders of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of Code if such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such Indebtedness; and (e) any other development in the business or affairs of any Credit Party or Subsidiary which tax could reasonably be expected to have result in a Material Adverse Effect; (ii) the receipt by any Loan Party of any notice from any Material Customer of its intent to either (x) terminate its relationship directly or indirectly with a Loan Party, or (y) materially and adversely modify any material agreement involving such Loan Party; (iii) any material and adverse change in the relationship or arrangements within the LTO Consortium; (iv) any investigation, hearing, proceeding or other inquest by any Governmental Body into any Loan Party, or to the knowledge of Quantum, any Affiliate of any Loan Party with respect to Anti-Terrorism Laws; and (v) any lapse or other termination of any Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party’s business or any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and in each case as to clauses (a), (b) and (c) of this Section 9.5, describing the nature thereof and the action the Credit Party or such Subsidiary proposes Loan Parties propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

Material Occurrences. Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any “event of default” or event which with the passage of time or giving of notice or both, would constitute an “event of default” under and as defined in the Subordinated Loan Documentation; (c) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or any Borrower 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 Credit Party or Subsidiary Borrower to a Tax tax imposed by Section 4971 of the Code; (de) each and every default by any Credit Party or Subsidiary Borrower which permits might result in the holders acceleration of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such 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 (ef) any other development in the business or affairs of any Credit Party Borrower or Subsidiary any Guarantor, which could reasonably be expected to have a Material Adverse Effect, including any notice of any investigation related to, or the termination of, any contract between any Borrower and any Governmental Body; (g) any lapse or other termination of any Consent issued to any Borrower by any Governmental Body or any other Person that is material to the operation of any Borrower’s business, (h) any filing of periodic or special reports by any Borrower with any Governmental Body or Person, if such reports indicate any material change in the business, operations, affairs or condition of any Borrower, in each case, including a copy thereof, (i) receipt of any material notices or other communications from any Governmental Body or Person which specifically relate to any Borrower; in each case case, including a copy thereof and describing the nature thereof and the action the Credit Party or such Subsidiary proposes Borrowers propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of thereto and (j) entering into any change in senior management (which, for purposes hereof, shall include Material Contract or any officer holding the title of vice president, or the functional equivalent thereof, and non-standard contract with any executive officer holding a more senior title than vice president, or the functional equivalent thereof), andCustomer, in any event (i) if such change arises from each case, including a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary terminationcopy thereof.

Material Occurrences. Promptly ImmediatelyPromptly notify Agent (for further delivery to each Lender) in writing upon the occurrence of of: (a) any Event of Default or Default; (b) any event which with the giving of notice or lapse of time, or both, would constitute an event of default with respect to the Note Indenture Obligations; (c) any event, development or circumstance due to which whereby any financial statements or other reports furnished to Agent or the Lenders fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Parent or any Borrower 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 Credit Party or Subsidiary Borrower to a Tax imposed by Section 4971 of the Code; (de) each and every default by any Credit Party or Subsidiary Borrower which permits might result in the holders acceleration of any Indebtedness of any Credit Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such 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)d) 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) [reserved]e) (i) any event of default (including an "Event of Default" as defined in the Second Lien Loan Agreement) under the Second Lien Loan Documents, and/or (ii) any event which with the giving of notice or lapse of time, or both, would constitute an event of default (including an "Event of Default" as defined in the Second Lien Loan Agreement) under the Second Lien Loan Documents; (hf) any dispute or claim involving GLDD or any of its Subsidiaries if such dispute or claim involves in excess of $1,000,000; and (elg) any other development in the business or affairs of any Credit Party Borrower or Subsidiary any Guarantor, which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action the Credit Party or such Subsidiary proposes Borrowers propose to take with respect thereto. In addition, the Credit Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any executive officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Credit Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Credit Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the aforedescribed notice obligation would be reasonably likely to have a Material Adverse Effect, in which case the Credit Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination[Intentionally Omitted.].