Common use of Litigation and Other Notices Clause in Contracts

Litigation and Other Notices. The Borrowers will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent prompt written notice (promptly after any Authorized Officer of the followingBorrower Representative obtains actual knowledge thereof) of the following and which notice the Administrative Agent shall furnish to the Lenders: (a) any Default, specifying the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having nature and extent thereof and the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability corrective action (if any) proposed to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraintbe taken with respect thereto; (b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit or proceeding against the Borrowers or any of their Subsidiariesproceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, Authority or in which injunctive arbitration, against the Parent Borrower or any other equitable relief is sought or (ii) Credit Party as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case is reasonably probable and whichthat, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or have a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partyMaterial Adverse Effect; (c) the Parent Borrower’s receipt of any: (i) written warning letter from the FDA; or (ii) other written notice from the FDA or other Governmental Authority that any Defaultmaterial product manufactured, specifying marketed, developed, sold or distributed by or on behalf of the nature Parent Borrower and extent thereof and its Restricted Subsidiaries is subject to, or proceedings have been commenced seeking, the action (if any) which is proposed to be taken with respect thereto;material seizure, withdrawal, recall, suspension or detention by the FDA or other Governmental Authority; and (d) notices given any seizure, detention, suspension or received (with copies thereof) with respect recall of, or any voluntary withdrawal or recall of, or any response or commitment to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower FDA or any Governmental Authority to withdraw or recall, any product manufactured, marketed, developed, sold or distributed by or on behalf of the Parent Borrower and its Subsidiaries subsidiaries which has had or which is likely could reasonably be expected to have, in the reasonable judgment of such Borrower, have a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent prompt Agent, with a copy for each Lender, written notice of the followingfollowing promptly after any officer of the Company or any Subsidiary becomes aware of the same: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company or such Subsidiary; (d) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making Loans or Letters of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderCredit, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision order or other restraint; (be) the filing or commencement occurrence of any action, suit or proceeding against the Borrowers or Reportable Event with respect to any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof Plan and the action (if any) which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (df) notices given any violation as to any environmental matter by the Company or received (with copies thereof) with respect any Subsidiary or the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters in which an adverse determination or result could result in the revocation of on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the Senior Notes Indentures; and operations of the Company or such Subsidiary, or (eii) which will or threatens to impose a liability on the Company or such Subsidiary to any development Person or which will require an expenditure by the Company or such Subsidiary to cure any alleged problem or violation, in each case to the business extent such revocation or affairs of any Borrower or any of its Subsidiaries which liability has had or which is would likely to have, in the reasonable judgment of such Borrower, have a Material Adverse Effect.Effect on the Company or such Subsidiary; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, restricting the business of the Company or any Subsidiary or concerning any business practice of the Company or any Subsidiary, in each case to the extent such issuance has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; or (h) any change in the Company’s long-term senior unsecured debt rating by either Xxxxx’x or S&P.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent and each Lender prompt written notice of the followingfollowing promptly after a Responsible Officer of the Borrower or any Subsidiary becomes aware of the same: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof which would be materially likely to result in a Material Adverse Effect; (c) any development affecting or relating to the Borrower or any Subsidiary that in the reasonable judgment of the Borrower has resulted in, or is materially likely to result in, a Material Adverse Effect referred to in clause (a) of the definition of such term; (i) any filing with the Securities and Exchange Commission of a Schedule 13D (or any similar or successor report or schedule) or any amendment thereto pursuant to Regulation 13D or any similar or successor regulation promulgated under the Exchange Act with respect to the Borrower or any Person Controlling the Borrower and indicating that an event which constitutes a Change in Control has occurred, but in any event no later than three Business Days after the date of any such filing with the Securities and Exchange Commission and (ii) the occurrence of any event which constitutes a Change in Control; and (e) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, Loans or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision order or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent Lender prompt written notice of the following: (a) any Default, specifying the issuance against a Borrower nature and extent thereof and the corrective action (if any) taken or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability proposed to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraintbe taken with respect thereto; (b) the filing or commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding against the Borrowers or any of their Subsidiariesproceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by against the Borrower or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) Affiliate thereof that there will be an adverse determination in each case and which, if adversely determined, would (A) could reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partyMaterial Adverse Effect; (c) any Defaultdevelopment that has resulted in, specifying or could reasonably be expected to result in, (i) a Material Adverse Effect or (ii) a failure to satisfy the nature and extent thereof and the action (if any) which is proposed to be taken with respect theretocovenant set forth in Section 6.12 at any time; (d) notices given any change in the Borrower’s corporate rating by Xxxxx’x or received (S&P, or any change in any Insurance Subsidiary’s rating by A.M. Best, or any notice from any such agency indicating its intent to effect such a change or to place the Borrower or such Insurance Subsidiary, as applicable, on a “CreditWatch” or “WatchList” or any similar list, in each case with copies thereof) with respect negative implications, or its cessation of, or its intent to cease, rating the Senior Notes Indentures; andBorrower or such Insurance Subsidiary, as applicable; (e) the receipt of any development notice from any Governmental Authority of the expiration without renewal, revocation, suspension or restriction of, or the institution of any proceedings to revoke, suspend or restrict, any material Insurance License now or hereafter held by any Insurance Subsidiary that is required to conduct insurance business in compliance with all applicable laws and regulations and provide a copy of such notice; (f) the receipt of any notice from any Governmental Authority of the institution of any material disciplinary proceedings against or in respect of any Insurance Subsidiary, or the issuance of any material order, the taking of any material action or any request for an extraordinary audit for cause by any Governmental Authority and provide a copy of such notice; (g) any material judicial or administrative order limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) that has been issued or adopted; or (h) the receipt by any Material Insurance Subsidiary of any notice of termination, cancellation (which cancellation notice is not accompanied by a corresponding request for renewal), commutation or recapture of any Reinsurance Agreement that (i) occurs pursuant to a special termination or similar clause or is otherwise outside the ordinary course of business or affairs of any Borrower or any of its Subsidiaries which has had or which is likely (ii) could reasonably be expected to have, in the reasonable judgment of such Borrower, have a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers any Borrower, any Guarantor or any of their Subsidiariesrespective subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower Borrower, any Guarantor or a Subsidiary any of their respective subsidiaries thereof in an aggregate amount of $6,000,000 500,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of any Borrower Borrower, any Guarantor or a Subsidiary thereof any of their respective subsidiaries to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) any Default or Event of Default or any "Default" or "Event of Default" under the Senior Indenture (as such terms are defined in the Senior Indenture) or the Senior Subordinated Indenture (as such terms are defined in the Senior Subordinated Indenture), specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given upon the issuance, mailing or received delivery thereof, (with i) copies thereof) of notice of any redemption or other payment of the Senior Notes under the Senior Indenture or the Senior Subordinated Notes under the Senior Subordinated Indenture and copies of any written information, correspondence or communication under the Senior Indenture or the Senior Subordinated Indenture or with respect to the Senior Notes Indenturesor the Senior Subordinated Notes not otherwise required to be delivered to the Agent or the Lenders hereunder; and (ii) copies of notice of any redemption, exchange or other payment with respect to any preferred stock of the Borrowers; provided, that this clause (d) shall not constitute the consent of the Agent or any Lender to any such redemption, exchange or other payment; and (e) any development in the business or affairs of any Borrower Borrower, any Guarantor or any of its Subsidiaries their respective subsidiaries which has had or which is likely to havelikely, in the reasonable judgment of such any Responsible Officer of any Borrower, to have, a Material Adverse EffectEffect (including, without limitation, any actual or threatened strike, work stoppage or other labor action, whether or not authorized by labor unions).

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the any Borrowers or any of their Subsidiariessubsidiaries or, to the extent known by a Responsible Officer of a Borrower, against any Affiliated Dental Practice, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower one or more Borrowers or a Subsidiary subsidiary thereof or an Affiliated Dental Practice in an aggregate amount of $6,000,000 200,000 or more, not reimbursable by insurance, insurance or (B) materially impairs impair the right of any Borrower Borrowers or a Subsidiary subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business or affairs of any Borrower Borrowers or any of its Subsidiaries their subsidiaries which has had or which is likely to have, in the reasonable judgment of any Responsible Officer of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent Significant Holders ---------------------------- prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, proceeding, investigation, audit by federal, state or city taxing authorities, decision or other restraint prohibiting, or having the effect of prohibiting, the making issuance of the LoansNotes, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderSubordinated Debt Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraintrestraining; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Company or any of their its Subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower the Company or a Subsidiary thereof in an aggregate amount of $6,000,000 200,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of the Company or any Borrower or a Subsidiary of its Subsidiaries thereof to perform its material obligations under this Agreement, any Note or any other Financing Subordinated Debt Document to which it is a party; (c) any Default, Default specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business, affairs or business or affairs development of any Borrower the Company or any of its Subsidiaries which has had or which is reasonably likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the any Borrowers or any of their Subsidiariessubsidiaries or, to the extent known by a Responsible Officer of a Borrower, against any Affiliated Dental Practice, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower one or more Borrowers or a Subsidiary subsidiary thereof or an Affiliated Dental Practice in an aggregate amount of 71 $6,000,000 200,000 or more, not reimbursable by insurance, insurance or (B) materially impairs impair the right of any Borrower Borrowers or a Subsidiary subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business or affairs of any Borrower Borrowers or any of its Subsidiaries their subsidiaries which has had or which is likely to have, in the reasonable judgment of any Responsible Officer of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give the Administrative Agent Give Bank prompt written notice upon learning of any of the following: (a1) the issuance against a Borrower or a Guarantor by any court or Governmental Authority occurrence and nature of any injunctionEvent of Default and any corrective action taken or proposed to be taken with respect thereto; or (2) all events of default or any event that would become an event of default upon notice or lapse of time or both under any of the terms or provisions of any note, orderor of any other evidence of indebtedness or agreement or contract governing the borrowing of money of Borrower if any such event of default would reasonably be expected to have a material adverse effect on Borrower; or (3) levy of an attachment, decision execution or other restraint prohibiting, or having the effect of prohibiting, the making process against any of the Loansproperty or assets, real or invalidatingpersonal, or having the of Borrower, if such levy would reasonably be expected to have a material adverse effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint;on Borrower; or (b4) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany federal, (i) which is material and is brought by or on behalf of any Governmental Authoritystate, or in which injunctive municipal, foreign or other equitable relief is sought governmental department, commission, instrumentality or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and agency which, if adversely determineddetermined against Borrower, would materially adversely affect the business, operations, properties, assets or financial condition of Borrower, provided, however, that any proceeding which is being diligently contested in good faith, and for which there is either adequate insurance or against which reserves have been set up shall not constitute an Event of Default; or (A5) notices received from federal or state regulatory agencies or any tribunal relating to an order, ruling, statute or other law or information which might materially and adversely affect the franchises, permits, licenses or rights, or the condition, financial or otherwise, of Borrower, together with a copy of such notice; or (6) any matter (other than those specified above as to which Bank has received due notice) which has resulted in, or which Borrower reasonably be expected to believe will result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development adverse change in the business financial condition or affairs operations of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought and which would reasonably be expected to have a Material Adverse Effect or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower the Borrowers or a Subsidiary thereof their Subsidiaries in an aggregate amount of $6,000,000 5,000,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right ability of any a Borrower or a any Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) (i) any DefaultDefault or (ii) any failure by the Borrowers or their Subsidiaries to comply with the provisions of the DOE Agreement, any other agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport or the Tennessee Valley Authority, or any other material contract or agreement which would reasonably be expected to result in a Material Adverse Effect, in each case, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to any Material Indebtedness for borrowed money; (e) notices given or received (with copies thereof) with respect to the Senior Notes Indenturesforeign credit Receivable insurance maintained by the Credit Parties; and (ef) any development in the business or affairs of any a Borrower or any of its Subsidiaries Subsidiary which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give the Administrative Agent and the Lenders prompt (or, in the case of clause (k) below, immediate) written notice of the following: (ai) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint (A) prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents or (B) that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or (ii) the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental AuthorityAuthority (excluding notices from or on behalf of a Governmental Authority regarding immaterial non-compliance by the Borrowers or any of their Subsidiaries resulting from routine inspections), or in which injunctive or other equitable relief is sought or which alleges criminal misconduct or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower the Borrowers or a Subsidiary thereof their Restricted Subsidiaries in an aggregate amount of $6,000,000 5,000,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right ability of any a Borrower or a any Restricted Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) (i) any DefaultDefault or (ii) any failure by the Borrowers or their Subsidiaries to comply with the provisions of the DOE Agreement, any other agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport or the Tennessee Valley Authority (other than any agreement with the Tennessee Valley Authority entered into in the ordinary course of business relating to the supply, enrichment or processing of uranium products), the Convertible Note Indenture or the Securities Purchase Agreement or any other material contract or agreement which would reasonably be expected to result in a Material Adverse Effect, in each case, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; andany Material Indebtedness for borrowed money; (e) notices given or received (with copies thereof) with respect to the foreign credit Receivable insurance maintained by the Credit Parties; (f) the execution and delivery by any Credit Party of any Swap Agreement or any amendment thereto; (g) the execution and delivery by any Credit Party of any material amendment, modification or supplemental agreement to the DOE Agreement or any other agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport, or the Tennessee Valley Authority (other than any agreement with the Tennessee Valley Authority entered into in the ordinary course of business and relating to the supply, enrichment or processing of uranium products), the Convertible Note Indenture or the Securities Purchase Agreement; (h) any loss, damage or destruction of any Collateral resulting from a Casualty Event having a value in excess of $10,000,000; (i) any development in the business or affairs of a Borrower or any Restricted Subsidiary which has had or could reasonably be expected to have a Material Adverse Effect; (j) the occurrence of a Paducah Orderly Shutdown (or other shutdown or cessation of operations at the Paducah Facility), an ACP Demobilization, a DOE Transfer Event or the Enrichment Cessation Date (it being understood that the Borrowers shall be obligated to notify the Administrative Agent of the foregoing events prior to any public announcement thereof); and (k) the receipt by any Borrower or any notice or demand from the holders of its Subsidiaries which has had or which is likely to havethe Series B-1 Preferred Stock (i) terminating the Securities Purchase Agreement (a “Termination Notice”), (ii) making a Sale Election (as such term in defined in the Series B-1 Certificate of Designation) pursuant to the Series B-1 Preferred Stock Documents (a “Sale Election Notice”) or (iii) otherwise requiring or demanding that Holdings redeem all or any portion of the Series B-1 Preferred Stock (a “Redemption Demand Notice”). Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of Holdings setting forth in reasonable judgment detail the nature of the event or development requiring such Borrower, a Material Adverse Effectnotice and any action taken or proposed to be taken with respect thereto.

Litigation and Other Notices. The Borrowers Borrower will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their its Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 2,500,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any the Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) (i) any DefaultDefault or (ii) any default then continuing under any agreement with the DOE, the NRC, the Russian government, OAO Techsnabexport or the Tennessee Valley Authority which could reasonable be expected to result in a Material Adverse Effect, in each case, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to any Material Indebtedness for borrowed money; (e) notices given or received (with copies thereof) with respect to the Senior Notes Indenturesforeign credit Receivable insurance maintained by the Borrower; and (ef) any development in the business or affairs of any the Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such the Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give the Administrative Agent Give each Bank prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, ; or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision order or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their SubsidiariesSubsidiary, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, (i) which is material and is brought by or on behalf of any Governmental Authoritystate, or in which injunctive municipal or other equitable relief is sought governmental agency or (ii) authority as to which it there is probable (within the meaning a reasonable possibility of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determineddetermined against the Borrower or such Subsidiary, would (A) could materially impair the right of the Borrower or any Guarantor to perform its obligations under this Credit Agreement or any other Loan Document or which might reasonably be expected to result in liability impair the ability of any the Borrower and the Subsidiaries to carry on business substantially as then conducted or materially and adversely affect the business, assets, operations, prospects or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partywhole; (c) any Event of Default or event or condition which, upon notice or lapse of time or both, would constitute an Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any the Borrower or any of its Subsidiaries Subsidiary which has had resulted in or which is likely to havelikely, in the reasonable judgment of the Borrower or such BorrowerSubsidiary, to result in a Material Adverse Effectmaterial adverse change in the business, assets, operations, or condition (financial or otherwise), of the Borrower and the Subsidiaries taken as a whole; and (e) any change in the rating by S&P or Moodx'x xx Index Debt or any cessation of any such rating.

Litigation and Other Notices. The Borrowers Borrower will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ' ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their its Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 250,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any the Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indenturesany Subordinated Indebtedness; and (e) any development in the business or affairs of any the Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such the Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent and ---------------------------- each Lender prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their Subsidiariesits subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought sought, and which if adversely 66 determined could reasonably be expected to have a Material Adverse Effect or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) could reasonably be expected to result in liability of any Borrower or have a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partyMaterial Adverse Effect; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business or affairs of any the Borrower or any of its Subsidiaries subsidiaries or any other event of which such Credit Party becomes aware which has had had, or which is likely could reasonably be expected to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers Each Loan Party will give the Administrative Agent prompt written notice upon a Responsible Officer becoming aware of the following: (a) the issuance against a Borrower or a Guarantor any Loan Party by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers any Loan Party or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower Loan Party or a Subsidiary thereof in an aggregate amount of $6,000,000 10,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower Loan Party or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party;; or (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower the Loan Parties or any of its their Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrowerthe Company, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers Company will give furnish to the Administrative Agent Holders prompt written notice of the following: (a) the issuance against a Borrower any Event of Default or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the corrective action (if any) which is taken or proposed to be taken with respect thereto; (db) notices given the institution or received threatened in writing institution of any action, suit, investigation or proceeding against or affecting the Company or any Subsidiary or any Managed Practice, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.13(a) or this subsection; (c) the receipt by the Company or any Material Subsidiary from any Governmental Authority of (y) any notice asserting any failure by the Company or any Material Subsidiary or any Managed Practice to be in compliance with copies thereofApplicable Law or that threatens the taking of any action against such Person or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, or Limitation with respect to any License or Reimbursement Approval of the Senior Notes IndenturesCompany or any Material Subsidiary or any Managed Practice, where such action would be reasonably likely to have a Material Adverse Effect; (d) promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Company obtaining knowledge thereof, the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract; (e) promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Company obtaining knowledge thereof, the occurrence of any ERISA Event, together with (x) a written statement of a Responsible Officer of the Company specifying the details of such ERISA Event and the action that the Company has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company or such ERISA Affiliate with respect to such ERISA Event; and (ef) any development in the business event that has resulted in, or affairs of any Borrower or any of its Subsidiaries which has had or which is likely would reasonably be expected to have, in the reasonable judgment of such Borrowerresult in, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will Borrower Agent shall give the Administrative Agent Bank prompt written notice of the following: (a) immediately upon any Loan Party becoming aware thereof, the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansRevolving Credit Loans or the issuance of Letters of Credit, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Revolving Credit Note or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) immediately upon any Loan Party becoming aware thereof, the filing or commencement of any action, suit or proceeding against the Borrowers or any of their SubsidiariesLoan Party, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 150,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any the Revolving Credit Note or any other Financing Loan Document to which it is a party; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies immediately upon becoming aware thereof) with respect , notice to the Senior Notes IndenturesBank, in writing, of the breach by any party of any agreement with any Loan Party, which breach might reasonably be expected to have a Material Adverse Effect; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries which Loan Party has had or which is likely to havelikely, in the reasonable judgment of such Borrowerany Responsible Officer of the Borrower Agent, to have, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent, for distribution by the Administrative Agent prompt to the Lenders, written notice of the followingfollowing promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof: (a) any Event of Default or Default (including, without limitation, that any Person has given notice to any Loan Party or taken any other action with respect to any event or condition set forth in Section 10.1(g)), specifying the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having nature and extent thereof and the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability corrective action (if any) proposed to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraintbe taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit or proceeding against the Borrowers or any of their Subsidiariesproceeding, whether at law or in equity or by or before any arbitrator Governmental Authority (including any action, suit or Governmental Authority, (i) which is material and is brought proceeding by or on behalf of subject to decision by any Governmental Gaming Authority, ) or in which injunctive arbitration, against such Loan Party or other equitable relief is sought or (ii) any of its Subsidiaries as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case is reasonably probable and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or have a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partyMaterial Adverse Effect; (c) any Defaultcommunication regarding any adverse claim with respect to the Collateral or the Lien of the Collateral Agent on the Collateral, specifying the nature and extent thereof and the action (if any) which is proposed promptly respond fully to be taken any reasonable inquiry of any Agent or Lender made with respect thereto; (d) notices given or received (with copies thereof) with respect any other development specific to the Senior Notes IndenturesBorrower or any of the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (e) the development or occurrence of any ERISA Event that, when taken together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (ef) any development in promptly after the business or affairs same are available, copies of any written communication to Borrower or any of its Subsidiaries which has had from any Gaming Authority advising it of a material violation of, or which is likely to havematerial non-compliance with, in any Gaming Law by the reasonable judgment Borrower or any of such Borrower, a Material Adverse Effectits Subsidiaries.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Chock or any of their Subsidiariesits subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower Chock or a Subsidiary thereof one or more of its subsidiaries in an aggregate amount of $6,000,000 250,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of Chock or any Borrower or a Subsidiary thereof subsidiary to perform its material obligations obliga- tions under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower Chock or any of its Subsidiaries subsidiaries which has had or which is likely to havelikely, in the reasonable judgment of any Responsible Officer of Chock or such Borrowersubsidiary, to have, a Material Adverse Effect; and (e) the existence of any tax claim, assessment, governmental charges or levies (i) by any state or local taxing authority which alone or in the aggregate with other state and/or local tax claims exceeds $250,000 and (ii) by Federal taxing authorities which alone or in the aggregate with other Federal tax claims exceeds $500,000.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent and each Lender prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their Subsidiariesits subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought sought, and which if adversely determined could reasonably be expected to have a Material Adverse Effect or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) could reasonably be expected to result in liability of any Borrower or have a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partyMaterial Adverse Effect; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business or affairs of any the Borrower or any of its Subsidiaries subsidiaries or any other event of which such Credit Party becomes aware which has had had, or which is likely could reasonably be expected to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers Such Credit Party will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint involving such Credit Party or any of its Subsidiaries prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ' ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or affecting such Credit Party or any of their its Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) could reasonably be expected to result in liability of such Credit Party or any Borrower or a Subsidiary thereof of its Subsidiaries in an aggregate amount of $6,000,000 500,000 or more, not reimbursable by insurance, insurance or (B) materially impairs the right of any Borrower otherwise have a Material Adverse Effect or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partyXxxxx Xxxxxxxx Adverse Effect; (c) the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business or affairs of any Borrower such Credit Party or any of its Subsidiaries which has had or which is likely could reasonably be expected to have, in the reasonable judgment of such Borrowerresult in, a Material Adverse Effect or a Xxxxx Xxxxxxxx Adverse Effect. Each notice delivered under this Section 5.11 shall be accompanied by a statement of a Financial Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent prompt Agent, with a copy for each Lender, written notice of the followingfollowing promptly after any officer of the Company or any Subsidiary becomes aware of the same: (a) any Event of Default or Unmatured Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or receipt of notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Company or any Subsidiary which has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; (c) any development affecting or relating to the Company or any Subsidiary, including without limitation any development in litigation, that in the reasonable judgment of the Company has had, or would likely have, a Material Adverse Effect on the Company or such Subsidiary; (d) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision order or other restraint; (be) the filing or commencement occurrence of any action, suit or proceeding against the Borrowers or Reportable Event with respect to any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof Plan and the action (if any) which is proposed to be taken with respect thereto, together with a copy of the notice of such Reportable Event to the PBGC; (df) notices given the commencement of any judicial or received (with copies thereof) with respect administrative proceeding relating to health, safety or environmental matters in which an adverse determination or result could result in the revocation of on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by the Company or any Subsidiary which are material to the Senior Notes Indentures; and operations of the Company or such Subsidiary, or (eii) which will or threatens to impose a liability on the Company or such Subsidiary to any development Person or which will require an expenditure by the Company or such Subsidiary to cure any alleged problem or violation, in each case to the business extent such revocation or affairs of any Borrower or any of its Subsidiaries which liability has had or which is would likely to have, in the reasonable judgment of such Borrower, have a Material Adverse Effect.Effect on the Company or such Subsidiary; or (g) the issuance by any Governmental Authority of any injunction, order or decision, or the entry by the Company or any Subsidiary into an agreement with any Governmental Agency, restricting the business of the Company or any Subsidiary or concerning any business practice of the Company or any Subsidiary, in each case to the extent such issuance has had or would likely have a Material Adverse Effect on the Company or such Subsidiary; or (h) any change in the Company’s long-term senior unsecured debt rating by Xxxxx’x or corporate credit rating by S&P.

Litigation and Other Notices. The Borrowers Each Credit Party will give the Administrative Agent prompt written notice of the following: (a) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation filing or commencement of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the filing or commencement of any action, suit or proceeding against or affecting any Credit Party, the Borrowers REIT or any wholly owned Affiliates of their Subsidiariesa Credit Party or the REIT, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would could (A) reasonably be expected to result in liability of any Borrower such Credit Party or a Subsidiary thereof the REIT, in an aggregate amount of $6,000,000 2,000,000 or more, not reimbursable by insuranceinsurance or otherwise have a Material Adverse Effect, or (B) materially impairs the right of any Borrower or a Subsidiary thereof Credit Party to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, the occurrence of any DefaultERISA Event that, specifying the nature and extent thereof and the action (if any) which is proposed alone or together with any other ERISA Events that have occurred, could reasonably be expected to be taken with respect theretoresult in liability of Credit Parties in an aggregate amount exceeding $100,000; (d) notices given promptly following the Credit Parties’ receipt of a notice, or received (with copies obtaining knowledge, thereof) with respect to , the Senior Notes Indentures; andoccurrence of any Default or Event of Default; (e) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any development in the business or affairs of any Borrower or any of its Subsidiaries such Credit Party which has had or which is likely could reasonably be expected to have, in the reasonable judgment of such Borrowerresult in, a Material Adverse Effect; (f) within three (3) Business Days after the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any acceleration of any Indebtedness of any Credit Party; (g) within five (5) Business Days after the occurrence thereof, any name change or change in fiscal year for any Credit Party; (h) within five (5) Business Days after the occurrence thereof, a copy of any amendment to the any organizational document of any Credit Party, and promptly following Agent’s request, an organizational chart of the owners of direct or indirect beneficial and equitable interests in Borrowers substantially in the form attached to the Borrowers’ Certificate, certified by Borrowers as being true and correct, showing all direct and indirect owners of the equity interests of Borrowers in the same manner and up to the same levels as shown in such organizational chart; (i) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, any breach, default or failure of performance by any party under, or any notice that a party has challenged or denied the validity or enforceability of the Permitted Encumbrances, any Material Operating Agreement, any REA, Management Agreement or any other material agreement, contract or other instrument to which any Credit Party is a party or by which any of their properties are bound, in each case, which could reasonably be expected to have a Material Adverse Effect; (j) within three (3) Business Days after receipt of notice of the same from any Person, any material adverse claim against or affecting any Credit Party, any Borrowing Base Property or any other Collateral, Borrowers’ rights under any Permitted Encumbrance or any license, permit or approval obtained by Borrowers or the Liens securing the Obligations; (k) promptly following the Credit Parties’ receipt of a notice, or obtaining knowledge, thereof, notification of any material changes in any Material Operating Agreement, and with respect to any other contracts which may be necessary for the operation of any of the Borrowing Base Properties, including elevator maintenance agreements, agreements with respect to electricity, gas, water, and telephone service (both local and long distance), heating, ventilating and air conditioning, and other major mechanical maintenance agreements, the respective Borrower will notify Agent if any such contracts are not renewed or replaced with similar agreements upon their expiration or termination, and shall include with such notification a detailed explanation of reasons for such termination, non-renewal and non-replacement; and (l) promptly upon Agent’s request, such other information concerning the business, properties, or financial condition of Credit Parties or the REIT, including the performance of the Credit Parties’ obligations under the Financing Documents, as Agent shall reasonably request. Each notice delivered under this Section 5.11 shall be accompanied by a statement of an Authorized Officer or other executive officer of Borrowers setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Litigation and Other Notices. The Borrowers will Borrower shall give the Administrative Agent prompt written notice of the following: (a) promptly following the receipt of a notice, or obtaining knowledge, thereof, the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loansany Revolving Advances or Guaranties, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Other Documents that would materially adversely affect the Lenders’ Lender’s ability to enforce any payment obligations hereunder, or the initiation filing or commencement of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) promptly following the receipt of a notice, or obtaining knowledge, thereof, the filing or commencement of any action, suit or proceeding against the Borrowers or affecting Borrower, any Subsidiary Guarantor, REIT or any of their Subsidiarieswholly owned Affiliates, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would could (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 500,000 or more, not reimbursable by insuranceinsurance or otherwise have a Material Adverse Effect, or (B) materially impairs the right of any Borrower or a any Subsidiary thereof Guarantor to perform its material obligations under this Agreement, any Note Agreement or any other Financing Document of the Other Documents to which it is a party; (c) any Defaultpromptly following the receipt of a notice, specifying or obtaining knowledge, thereof, the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs occurrence of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.Reportable Event;

Litigation and Other Notices. The Borrowers will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ' ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 5,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt written notice of the following: (a) to the issuance against extent directed to or served upon a Borrower or a Guarantor any subsidiary in writing, the issuance by any an court or Governmental Authority governmental agency or authority of any injunction, order, decision decision, or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers a Borrower or any of their Subsidiariessubsidiary thereof, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower one or more Borrowers or a Subsidiary subsidiary thereof in an aggregate amount of $6,000,000 1,500,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of any a Borrower or a Subsidiary any subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) after obtaining actual knowledge thereof, any continuing Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers Such Credit Party will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or affecting such Credit Party or any of their Subsidiariesits Subsidiaries or Affiliates thereof, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would could (A) reasonably be expected to result in liability of such Credit Party or any Borrower or a Subsidiary thereof of its Subsidiaries in an aggregate amount of $6,000,000 1,000,000 or more, not reimbursable by insuranceinsurance or otherwise have a Material Adverse Effect, or (B) materially impairs the right of such Credit Party or any Borrower or a Subsidiary thereof of its Subsidiaries to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) the occurrence of any DefaultERISA Event that, specifying alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the nature Borrowers and extent thereof and the action (if any) which is proposed to be taken with respect theretotheir Subsidiaries in an aggregate amount exceeding $100,000; (d) notices given the occurrence of any Default or received (with copies thereof) with respect to the Senior Notes IndenturesEvent of Default; and (e) any development in the business or affairs of any Borrower such Credit Party or any of its Subsidiaries which has had or which is likely could reasonably be expected to have, in the reasonable judgment of such Borrowerresult in, a Material Adverse Effect. Each notice delivered under this Section 5.11 shall be accompanied by a statement of a Financial Officer or other executive officer of the Administrative Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt written notice of the followingfollowing promptly after the Borrower becomes aware of same: (a1) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b2) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their Subsidiariesits subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and either is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any one or more Borrower or a Subsidiary subsidiary thereof in an aggregate amount of $6,000,000 250,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of any the Borrower or a Subsidiary subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c3) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e4) any development in the business or affairs of any the Borrower or any of its Subsidiaries subsidiaries which has had or which is likely to have, in the reasonable judgment of such any Responsible Officer of the Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt ---------------------------- written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, proceeding, investigation, audit by federal, state or city taxing authorities, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Parent or any of their Subsidiariesits subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower one or more Borrowers or a Subsidiary subsidiary thereof in an aggregate amount of $6,000,000 200,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of the Parent or any Borrower or a Subsidiary of its subsidiaries thereof to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business, affairs or business or affairs development of any Borrower the Parent or any of its Subsidiaries subsidiaries which has had or which is likely to havelikely, in the reasonable judgment of any Responsible Officer of such Borrower, to have, a Material Adverse Effect.,

Litigation and Other Notices. The Borrowers Borrower Representative will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers any Loan Party or any of their Subsidiariesa Subsidiary, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower Loan Party or a Subsidiary thereof in an aggregate amount of $6,000,000 [***] or more, not reimbursable by insurance, or (B) materially impairs the right ability of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries the Loan Parties which has had or which is likely could be expected to have, in the reasonable judgment of such Borrowerthe Borrower Representative, a Material Adverse Effect; (e) any change in Holdings’ or its Subsidiaries’ accounting practices with regard to depreciation and/or establishing reserves for any or all of the Collateral or any other material change in any accounting practices or procedures of Holdings or its Subsidiaries, in each case no later than five (5) Business Days of such change; and (f) the commencement of any investigation by a Governmental Authority of any Borrower or Holdings including, without limitation, any non-routine FAA audit of any Borrower or Holdings which could reasonably be expected to result in a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give the Administrative Agent prompt Give Lender written notice of the followingof: (a) (promptly after the issuance commencement thereof) the nature, status, and actual or potential amount of all claims, orders, directives, complaints, citations, notices, actions, suits, investigations and proceedings by or before any Person against a Borrower any Loan Party or a Guarantor by affecting the business, operations, condition (financial or otherwise) or any court or Governmental Authority of the assets (other than ordinary and routine litigation reasonably expected to be covered under the limits of existing insurance policies) of any injunctionLoan Party, orderincluding any such claims, decision etc. with respect to (i) air emissions, (ii) spills, releases or other restraint prohibitingdischarges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing any real Property, (iii) noise emissions, (iv) solid or liquid waste disposal, or having (v) the effect use, generation, storage, transportation or disposal of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraintHazardous Materials; (b) (as soon as possible, and in any event within ten days after the filing occurrence of the same) any Default or commencement Event of any actionDefault, suit including the details of such Default or proceeding against Event of Default and the Borrowers action Borrower is taking or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as proposes to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partytake with respect thereto; (c) (promptly upon becoming aware of the same) any DefaultPerson seeking to obtain a decree or order for relief with respect to any Loan Party in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect, specifying the nature and extent thereof and the what action (if any) which such Loan Party is proposed taking or proposes to be taken take with respect thereto; (d) notices given (promptly after adoption) any amendment to the certificate of incorporation or received bylaws of Borrower, which notice shall include a copy of such amendment; (e) (promptly upon the occurrence of the same) any default with copies thereofrespect to any Contractual Obligation or any other event which has resulted in or which would reasonably be expected to result in a Material Adverse Effect; (f) (promptly, and in any event within five Business Days after Borrower knows or has reason to know of such event) (i) the occurrence of any material Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the Senior Notes Indentureswithdrawal from, or the termination, Reorganization or Insolvency of, any Plan, together with a statement of a Responsible Officer, setting forth details as to such Reportable Event and the action which Borrower proposes to take with respect thereto; (g) (not less than 30 days prior to effecting the same) any change in the address of the location of any records pertaining to any Collateral; (h) (promptly upon becoming aware of the same) of the occurrence of any event or the existence of any fact which renders any representation or warranty in this Agreement or any of the other Loan Documents inaccurate, incomplete or misleading or which has had or could reasonably be expected to have a Material Adverse Effect; and (ei) any development in (promptly upon becoming aware of the business same) the Public Accountants' determination or affairs Borrower's determination of the occurrence of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse EffectInternal Control Event.

Litigation and Other Notices. The Borrowers will give (a) Furnish to the Administrative Agent prompt and the Term Loan Agent written notice of the followingfollowing promptly after any Responsible Officer of the Lead Borrower obtains actual knowledge thereof: (ai) any Default or Event of Default, specifying the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having nature and extent thereof and the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability corrective action (if any) proposed to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraintbe taken with respect thereto; (bii) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding against the Borrowers or any of their Subsidiariesproceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, Authority or in which injunctive arbitration, against Parent, any Loan Party or other equitable relief is sought or (ii) any of their Subsidiaries as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case is reasonably probable and which, if adversely determined, would (A) could reasonably be expected to result in liability of any Borrower or have a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a partyMaterial Adverse Effect; (ciii) any Default, specifying the nature and extent thereof and the action (if any) which is proposed other development specific to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (e) any development in the business or affairs of any Borrower Parent or any Loan Party that is not a matter of its Subsidiaries which general public knowledge and that has had had, or which is likely would reasonably be expected to have, in the reasonable judgment of such Borrower, a Material Adverse Effect; (iv) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; (v) any material change in accounting policies or financial reporting practices by any Loan Party; and (vi) any change in any of Loan Party’s chief executive officer, chief financial officer, or controller. (b) Furnish to the Agent and the Term Loan Agent written notice of the following within seven (7) days after any of the chief financial officer, vice president of finance, controller, treasurer, or assistant treasurer obtains actual knowledge thereof: (i) any default or event of default with respect to Material Indebtedness of any Loan Party; (ii) the filing of any lien for unpaid Taxes against Parent or any Loan Party in excess of $500,000; (iii) any casualty or other insured damage to any material portion of the collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of imminent domain or by condemnation or similar proceeding; (iv) if any material portion of Collateral is damaged or destroyed; (v) the filing or asserting of any Lien by customs or revenue authority against any Loan Party in excess of $500,000; and (vi) the failure by any Loan Party to pay rent under any Real Estate Lease.

Litigation and Other Notices. The Borrowers Borrower will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority Body of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoan, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Loan Documents that would materially adversely affect the Lenders’ ' ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their its Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental AuthorityBody, (i) which is material and is brought by or on behalf of any Governmental AuthorityBody, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any the Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 5,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any the Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes IndenturesCredit Facility, Subordinated Debt Documents or any other subordinated indebtedness; and (e) any development in the business or affairs of any the Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such the Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent prompt written notice of the following:following promptly (and, in any event, within three Business Days after a Responsible Officer of a Company obtains knowledge of the occurrence thereof): (a) the issuance against a Borrower any Default or a Guarantor by any court or Governmental Authority Event of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the corrective action (if any) which is taken or proposed to be taken with respect thereto; (db) notices given the filing or received commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority, (with copies thereofx) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (y) with respect to the Senior Notes Indentures; andany Loan Document; (ec) any development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect; (d) the business occurrence of a Casualty Event in respect of which the damage to any property or affairs properties of any Borrower or any of its Subsidiaries which has had or which is likely to have, in excess of $10.0 million in the reasonable judgment aggregate; (e) (i) termination or amendment to any Material Agreement of Borrower or any of its Subsidiaries in a manner that is materially adverse to Borrower or such Subsidiary, as the case may be, and an explanation of any actions being taken with respect thereto or (ii) entry into any new Material Agreement, together with a written statement describing such event and the material terms of such Material Agreement; provided that the Borrower shall furnish copies of each Material Agreement to any Lender that so requests a copy so long as such Lender executes a non-disclosure agreement in form and substance reasonably satisfactory to the Borrower; and (f) (x) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (y) the occurrence of any other event which could materially and adversely affect the value of the Collateral, taken as a Material Adverse Effectwhole. Information required to be delivered pursuant to Sections 5.02(e) (including any such information provided in a fleet status report) shall be deemed to have been delivered on the date on which such information has been posted on the SEC website on the Internet at xxx.xxx/xxxxx/xxxxxxxx.xxx, on Borrower’s website on the Internet at xxxxxxxxxxxxxxxx.xxx or at another website identified in a notice provided in written or electronic (email) form to the Administrative Agent and accessible by the Lenders without charge, and the delivery of such information within the time period required under the Exchange Act shall satisfy the requirements of Section 5.02(e), notwithstanding anything to the contrary contained herein.

Litigation and Other Notices. The Borrowers will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ' ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 5,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes IndenturesSubordinated Debt Documents or any other subordinated indebtedness; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Furnish to the Administrative Agent, the Collateral Agent prompt and each Lender written notice of the followingfollowing promptly after a Responsible Officer of any Loan Party or any lawyer of any Loan Party’s in-house legal staff has knowledge thereof: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the corrective action (if any) which is taken or proposed to be taken with respect thereto; (db) notices given the filing or received commencement of, or any threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity by or before any Governmental Authority, (with copies thereofi) against any Company or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect or (ii) with respect to any Loan Document; (c) any development that has resulted in, or could reasonably be expected to result in a Material Adverse Effect; (d) the Senior Notes Indenturesoccurrence of a Casualty Event with respect to Collateral or with respect to any other Property if such occurrence could reasonably be expected to result in a Material Adverse Effect; (i) the incurrence of any material Lien (other than Permitted Liens) on, or claim asserted against any of the Collateral or (ii) the occurrence of any other event which could reasonably be expected materially and adversely affect the value of the Collateral; (f) any threatened indictment by any Governmental Authority of any Loan Party, as to which any Loan Party receives or notice, under any criminal statute against any Loan Party pursuant to which statute the penalties or remedies sought or available include forfeiture of (i) any of the Collateral having a value in excess of $1 million or (ii) any other Property of any Loan Party which is necessary or material to the conduct of its business if the forfeiture thereof could reasonably be expected to occur and have a Material Adverse Effect; and (eg) any development in the business or affairs receipt by any Loan Party of a notice of termination of any Borrower Material Agreement or the occurrence of any event or condition which would, with the passage of its Subsidiaries which has had time or which is likely to havethe giving of notice or both, in permit the reasonable judgment termination of such Borrower, a any Material Adverse EffectAgreements.

Litigation and Other Notices. The Borrowers will give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Loans, or invalidating, or having the effect of invalidating, any provision of this Agreement or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunder, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers or any of their Subsidiaries, whether at law or in equity or by or before any arbitrator or Governmental Authority, (i) which is material and is brought by or on behalf of any Governmental Authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower or a Subsidiary thereof in an aggregate amount of $6,000,000 750,000 or more, not reimbursable by insurance, or (B) materially impairs the right of any Borrower or a Subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Document to which it is a party; (c) any Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indenturesany Subordinated Indebtedness; and (e) any development in the business or affairs of any Borrower or any of its Subsidiaries which has had or which is likely to have, in the reasonable judgment of such the Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will Promptly after becoming aware thereof, give the Administrative Agent prompt written notice of the following: (a) the issuance against a Borrower or a Guarantor by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers Borrower or any of their Subsidiariesits subsidiaries, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, (i) which is material and is brought by or on behalf of any Governmental Authoritystate, or in which injunctive municipal or other equitable relief is sought governmental agency or (ii) authority as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case determi nation and which, if adversely determined, would (A) reasonably be expected to result in liability of any one or more Borrower or a Subsidiary subsidiary thereof in an aggregate amount of $6,000,000 500,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of any the Borrower or a Subsidiary subsidiary thereof to perform its material obligations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) any Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business or affairs of any the Borrower or any of its Subsidiaries subsidiaries which has had or which is likely to have, in the reasonable judgment of such any Responsible Officer of the Borrower, a Material Adverse Effect.

Litigation and Other Notices. The Borrowers will give Give the Administrative Agent prompt written notice of the following: (a) to the issuance against extent directed to or served upon a Borrower or a Guarantor any subsidiary in writing, the issuance by any court or Governmental Authority governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibitingprohibit ing, the making of the LoansLoans or occurrence of other Credit Events, or invalidating, or having the effect of invalidating, any provision of this Agreement Agreement, the Notes or the other Financing Documents that would materially adversely affect the Lenders’ ability to enforce any payment obligations hereunderLoan Documents, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint; (b) the filing or commencement of any action, suit or proceeding against the Borrowers a Borrower or any of their Subsidiariessubsidiary thereof, whether at law or in equity or by or before any arbitrator court or Governmental Authorityany Federal, state, municipal or other governmental agency or authority, (i) which is material and is brought by or on behalf of any Governmental Authoritygovernmental agency or authority, or in which injunctive or other equitable relief is sought or (ii) as to which it is probable (within the meaning of Statement of Financial Accounting Standards No. 5) that there will be an adverse determination in each case and which, if adversely determined, would (A) reasonably be expected to result in liability of any Borrower one or more Borrowers or a Subsidiary subsidiary thereof in an aggregate amount of $6,000,000 1,500,000 or more, not reimbursable by insurance, or (B) materially impairs impair the right of any a Borrower or a Subsidiary any subsidiary thereof to perform its material obligations obli gations under this Agreement, any Note or any other Financing Loan Document to which it is a party; (c) after obtaining actual knowledge thereof, any continuing Default or Event of Default, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto; (d) notices given or received (with copies thereof) with respect to the Senior Notes Indentures; and (ed) any development in the business or affairs of any Borrower or any of its Subsidiaries the Borrowers and their subsidiaries, taken as a whole, which has had or which is likely to have, in the reasonable judgment of such Borrowerany Responsible Officer of the Borrowers, a Material Adverse Effect.