Common use of Events of Default, Etc Clause in Contracts

Events of Default, Etc. Promptly upon any officer, director (other than any director designated by the Purchaser) or employee of such Company obtaining actual knowledge (i) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than Responsible Officer of Company or any director designated by the Purchaser) or employee of such Company Borrower obtaining actual knowledge (ia) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any written notice to such Company or any Subsidiary of its Subsidiaries Company or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 7.2, or (iiic) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers’ Certificate specifying the nature and period of existence of any such condition, event condition or changeevent, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Company or such Company Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than any director designated by the Purchaser) or employee Responsible Officer of such Company obtaining actual knowledge (ia) of any condition or event that constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1subsection 8.2, (iic) of any condition or event that constitutes a default or event of default with respect to or under the Indebtednesschange in Company’s independent certified accountants, any changes in Company’s Organizational Documents, or having actual knowledge that any holder restatement of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, Company’s financial statements or (iiid) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than any director designated by the Purchaser) or employee Responsible Officer of such Company obtaining actual knowledge (ia) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any written notice to such Company or any Subsidiary of its Subsidiaries Company or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 7.2, or (iiic) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of any such condition, event condition or changeevent, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than Responsible Officer of Company or any director designated by the Purchaser) or employee of such Company Borrower obtaining actual knowledge (ia) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default under this Agreement, (b) that any Person has given any written notice to such Company or any Subsidiary of its Subsidiaries Company or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 7.2, or (iiic) of the occurrence of any event or change (including any event or change relating to environmental or ERISA matters) that has caused or evidences, or would reasonably be expected to give rise to, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of any such condition, event condition or changeevent, or specifying the notice given or action taken by any such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action Company or such Company Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerResponsible Officer ----------------------- of Company obtaining knowledge (a) of any condition or event that constitutes a Default or an Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by to the PurchaserAdministrative Agent) or employee taken any other action with respect to a claimed Default or Event of such Company obtaining actual knowledge Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidencesevidences or could be reasonably expected to cause, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action such Company (or applicable Subsidiary) has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of either Credit Agreement Party obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company either Credit Agreement Party or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the t he aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Company other Loan Party has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Borrower obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness10.1(b), or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate of Borrower specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, condition and what action such Company Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company Holdings or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1subsection 8.2, (iic) of any condition change in the independent certified public accountants of Holdings or event that constitutes a default or event any of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, its Subsidiaries or (iiid) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officersenior officer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;; and

Events of Default, Etc. Promptly promptly upon any officerOfficer of the Borrower obtaining knowledge (A) of any condition or event that constitutes an Event of Default or a Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by to the PurchaserAdministrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (iB) that any Person has given any written notice to such Company the Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, subsection 8.2 or (iiiC) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, condition and what action such Company has the Borrower have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Holdings or any of its Material Subsidiaries obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by to the PurchaserAdministrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company Holdings or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1subsection 8.2, (iic) of any condition or event that constitutes required to be disclosed in a default current report filed by Holdings or event any of default its Subsidiaries with respect to or the Securities and Exchange Commission on Form 8-K under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such IndebtednessExchange Act, or (iiid) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such the Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerOfficer of the Borrower obtaining knowledge (A) of any condition or event that constitutes an Event of Default or a Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by to the PurchaserAdministrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (iB) that any Person has given any written notice to such Company the Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, subsection 8.2 or (iiiC) of the occurrence of any event or change Table of Contents that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, condition and what action such Company has the Borrower have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerOfficer of Holdings or Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company Holdings or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Holdings or Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon (but not later than five Business Days after) any officerExecutive Officer of Borrower obtaining knowledge (i) of any condition or event that constitutes an Event of Default or Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Default, (iii) that any Person has given any written notice to such Company Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness8.1(e), or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Default, default, event or condition, and what action such Company Borrower or any of its Subsidiaries, as applicable, has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Borrower obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than any director designated by the Purchaser) officer of Parent or employee of such Company obtaining actual knowledge (ia) of any condition or event that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or Administrative Agent has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default, (b) that any Person has given any written notice to such Parent or Company or any of its Company's Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Parent or Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than officer of any director designated by the Purchaser) or employee of such Company Credit Party obtaining actual knowledge (i) of any condition or event that constitutes an Event of Default or Potential Event of Default, or becoming aware that any Holder has given any notice or taken any other action with respect to a claimed Event of Default or Potential Event of Default, (ii) that any Person has given any written notice to such SGC, Company or any of its their respective Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 7.2, or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such SGC, Company has and their respective Subsidiaries have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Borrower obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the t he aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action Borrower or such Company other Loan Party has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly (but in any event within three (3) Business Days thereof) upon any officerofficer of a Credit Party or any of its Subsidiaries obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by to the PurchaserAdministrative Agent) or employee taken any other action with respect to a claimed Default or Event of such Company obtaining actual knowledge Default, (iii) that any Person has given any written notice to such Company the Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii7.1(b) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers’ Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Default or Event of Default, default, event or condition, and what action such Company has the Credit Parties have taken, is are taking and proposes propose to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than any director designated by the Purchaser) or employee Responsible Officer of such Company obtaining actual knowledge (i) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (iia) of any condition or event that constitutes a default an Event of Default or event Potential Event of default with respect to or under the IndebtednessDefault, or having actual knowledge becoming aware that any holder of Indebtedness Lender has given any written notice (other than to Administrative Agent) or taken any other material action with respect to a claimed default Event of Default or Potential Event of Default, (b) of any condition or event of defaultthat would be required to be disclosed in a current report filed by Company with the Securities and Exchange Commission on Form 8-K (Items 1, with respect to any portion 2, and 4 of such IndebtednessForm as in effect on the date hereof) if Company were required to file such reports under the Exchange Act, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Company obtaining knowledge (A) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (iB) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiiC) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, condition and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerSpecified Officer of any Loan Party obtaining knowledge (a) that a condition or event that constitutes an Event of Default or Potential Event of Default has occurred and is continuing, director or becoming aware that any Lender or Agent has given any notice (other than any director designated by the Purchaserto Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company Holdings or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, subsection 8.2 or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company the relevant Loan Party has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officer, director (other than any director designated by the Purchaser) or employee Responsible Officer of such Company obtaining actual knowledge (ia) of any condition or event that constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any written notice to such Company or any of its Restricted Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1subsection 8.2, (iic) of any condition or event that constitutes a default or event of default with respect to or under the Indebtednesschange in Company’s independent certified accountants, any changes in Company’s Organizational Documents, or having actual knowledge that any holder restatement of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, Company’s financial statements or (iiid) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerOfficer of Company ----------------------- obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officersenior officer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon (but not later than five Business Days after) any officerExecutive Officer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company or any of its Subsidiaries, as applicable, has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Company or any other Borrower obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action Company or such Company other Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of ----------------------- Borrower obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has 108 given any written notice to such Company Borrower or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company Borrower has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly upon any officer, director (other than any director designated by officer of the Purchaser) or employee of such Company obtaining actual knowledge (i) of any condition or event that constitutes a Default or an Event of Default, or becoming aware that any Lender or the Collateral Agent has given any notice or taken any other action with respect to a claimed Default or Event of Default or, (ii) that any Person has given any written notice to such the Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness11(f), or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, default, event or condition, and what action such the Company or its Subsidiaries, as applicable, has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Company obtaining knowledge (a) that a condition or event that constitutes an Event of Default or Potential Event of Default has occurred and is continuing, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, subsection 8.2 or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of Company obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Holdings, Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 8.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officerOfficer’s certificate Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerOfficer of Company obtaining knowledge (A) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (iB) that any Person has given any written notice to such Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, subsection 8.2 or (iiiC) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officer's Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, condition and what action such Company has taken, is taking and proposes to take with respect thereto;

Events of Default, Etc. Promptly upon any officerofficer of Borrower obtaining knowledge (i) of any condition or event that constitutes a Potential Default or an Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken any other action with respect to a claimed Potential Default or Event of such Company obtaining actual knowledge Default, (iii) that any Person has given any written notice to such any Company or any of its Subsidiaries or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1SECTION 7.2, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtedness, or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event event, or change, or specifying the notice given or action CREDIT AGREEMENT taken by any such Person and the nature of such claimed Potential Default, Event of Default, event default, event, or condition, and what action such Company Borrower has taken, is taking taking, and proposes to take with respect thereto;

Events of Default, Etc. Promptly promptly upon any officerofficer of the Borrower obtaining knowledge (a) of any condition or event that constitutes an Event of Default or Potential Event of Default, director or becoming aware that any Lender has given any notice (other than any director designated by the Purchaserto Administrative Agent) or employee taken affirmative action with respect to a claimed Event of such Company obtaining actual knowledge Default or Potential Event of Default, (ib) that any Person has given any written notice to such Company or any of its Subsidiaries the Borrower or taken any other material action with respect to a claimed default or event or condition of the type referred to in Section 11.1, (ii) of any condition or event that constitutes a default or event of default with respect to or under the Indebtedness, or having actual knowledge that any holder of Indebtedness has given any written notice or taken any other material action with respect to a claimed default or event of default, with respect to any portion of such Indebtednesssubsection 7.2, or (iiic) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, an officer’s certificate Officers' Certificate specifying the nature and period of existence of such condition, event or change, or specifying the notice given or action taken by any such Person and the nature of such claimed Default, Event of Default, Potential Event of Default, default, event or condition, and what action such Company the Borrower has taken, is taking and proposes to take with respect thereto;