Common use of Notice of Default, Litigation, etc Clause in Contracts

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent of: (i) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit Documents.

Notice of Default, Litigation, etc. The Borrower shall Company will give prompt notice (but in no event later than ten days after any Responsible Officer of the Company has or should reasonably have obtained knowledge thereof) (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower Company has taken and proposes to take with respect thereto) to the Administrative Agent for distribution to each Bank of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iiib) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower Company to the Administrative Agent Banks which has been instituted or, to the knowledge of the BorrowerCompany, is threatened against against, the Borrower Company or any other Obligor or any of their Subsidiaries or to which any of its properties, assets or revenues is subjectsubject which (i) would be reasonably likely to have a Materially Adverse Effect, or (ii) relates to this Agreement or any other Loan Document; (ivc) to the extent occurrence of any other circumstance of which any of the Borrower officers of the Company has knowledge thereof, and which has a reasonable likelihood of resulting in a Materially Adverse Effect; (d) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower Company to the Administrative AgentBanks; and (ve) any material adverse development with respect to of the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under occurrence of any of the other Credit Documentsfollowing events affecting the Company or any ERISA Affiliate: (i) an ERISA Event; (ii) a material increase in the Unfunded Pension Liability of any Pension Plan; (iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Company or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to Xxxxx'x, S&P, the Insurer (so long as the Senior Facility Insurance Policy is in effect) and the Administrative Agent Agent, who shall furnish a copy thereof to the Lenders, of: (ia) the occurrence of (i) any Defaultknown Default and (ii) any known event of default (however denominated) or default which, Event with notice, the passage of Default time or Overcollateralization Default Eventboth, would constitute such an event of default, under any Collateral Document or either Insurance Agreement; (iib) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (under either Insurance Agreement or any similar event howsoever described) under any other Collateral Document; (iiic) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Insurer, the Administrative Agent or the Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subjectsubject which (i) would be reasonably likely to have a Material Adverse Effect or (ii) relates to this Agreement, any Collateral Document, any other Credit Document or any transactions contemplated hereunder or thereunder; (ivd) to the extent occurrence of any other circumstance which has resulted, or will with the Borrower has knowledge thereofpassage of time result, in a Trigger Event; and (e) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to the BorrowerInsurer, the Manager, Administrative Agent or the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit DocumentsLenders.

Notice of Default, Litigation, etc. The (i) Immediately upon the Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable obtaining actual knowledge thereof, notice, by facsimile, of the Administrative Agent and its counsel to evaluate occurrence of any Default or Event of Default or any breach or default under any of the other Project Documents by the Borrower or any other party thereto, specifying the nature of and period of existence thereof and of the actions action which the Borrower has taken is taking and proposes to take with respect thereto) to the Administrative Agent same; and (ii) promptly, and in any event within twenty (20) Business Days after Borrower obtains actual knowledge thereof, notice of: (iA) any litigation or governmental proceeding, pending (1) against the Borrower, Sponsor or ENEL (x) involving a claim in excess of $100,000 with respect to the Borrower and $5,000,000 with respect to the Sponsor or ENEL (or the equivalent thereof in other currency) or (y) which is reasonably likely to have a Material Adverse Effect or (2) with respect to any Project Document; (B) any proposal by any Governmental Authority to acquire compulsorily the Borrower, Sponsor, the Shareholder or ENEL, any Collateral or a substantial part of the business or assets of any of them; (C) any substantial dispute between or among the Borrower, the Sponsor, the Shareholder or ENEL and any Governmental Authority or any other of the Borrower, Sponsor, the Shareholder or ENEL; (D) any change in the authorized officers or directors referred to in Section 4.01(d) above, giving certified specimen signatures of any new officer or director so appointed and, if requested by the Lender, satisfactory evidence of the authority of such new officer or director; (E) any actual or proposed termination, rescission, discharge (otherwise than by performance), amendment or waiver or indulgence under, any material provision of any Project Document (other than by the Lender); (F) any material notice or correspondence received or initiated by the Borrower relating to a Governmental Approval or other license or authorization necessary for the performance by it of its obligations under the Project Documents; (G) any Lien (including a Permitted Lien) becoming enforceable over any of the Borrower's assets; (H) any proposed material change in the nature or scope of the Project or the business or operations of the Borrower, the Sponsor or ENEL and any one or more events, conditions or circumstances (including without limitation Force Majeure as defined in the ENEL Agreements) that exist or have occurred which are reasonably likely to have a Material Adverse Effect; or (I) the occurrence of any Default, Event of Default event or Overcollateralization Default Event; (ii) act which could reasonably qualify as the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) basis for a claim under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge either of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit DocumentsMIGA Contracts.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent of: (i) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge of the Borrower, is threatened in writing against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to the Borrower, the Manager, the Equity Owner, or FS Global Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit Documents.

Notice of Default, Litigation, etc. The Borrower shall Borrowers’ Representative will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent and the Lenders of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower Borrowers to the Administrative Agent Lenders which has been instituted or, to the knowledge of the any Borrower, is threatened against the Borrower against, any Loan Party or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could reasonably be expected to result in a Material Adverse Change; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the any Borrower to the Administrative AgentLenders pursuant to Section 5.7 which could reasonably be expected to result in a Material Adverse Change; (d) the occurrence of any other circumstance which could reasonably be expected to result in a Material Adverse Change; (e) the occurrence of any Loss; and (vf) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan (and a statement of a Senior Financial Officer describing such event and the action, if any, that any Borrower or any Commonly Controlled Entity has taken and proposes to take with respect thereto), or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Pension Plan, the institution of proceedings or the taking of any other action by the PBGC or any Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the receipt of notice by any Loan Party or any Commonly Controlled Entity that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Managerinstitution of any proceedings or other action by the Internal Revenue Service or the Department of Labor with respect to the minimum funding requirements of any Pension Plan, or the receipt of notice by any Loan Party or any Commonly Controlled Entity that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Equity Owneroccurrence or expected occurrence of any event which could result in the incurrence of unpredictable contingent event benefits under Section 302 of ERISA or Section 412 of the IRC with respect to any Pension Plan, FS Advisor any event or GSO (condition which could increase the liability of any Loan Party or any replacement subCommonly Controlled Entity with respect to post-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or retirement welfare benefits under any Plan, or the occurrence of any other event or condition with respect to any Plan which could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty, lien or liability under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC, or any other Credit Documentsapplicable laws, and in each case, such event or condition, together with all other events or conditions, if any, could subject any Loan Party (directly or indirectly) to any tax, fine, penalty, lien or other liabilities in amounts which in the aggregate could result in a Material Adverse Change. The Borrowers will deliver to each of the Lenders a true and complete copy of each annual report (Form 5500) of each Plan (other than a MultiEmployer Plan) required to be filed with the Internal Revenue Service, promptly after the filing thereof; and (g) the condemnation or threat of condemnation with respect to any property used or necessary in the conduct of the business of any Loan Party.

Notice of Default, Litigation, etc. The Upon a Responsible Officer learning thereof, the Borrower shall will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against against, the Borrower or any Subsidiary or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could result in a Material Adverse Change; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders pursuant to SECTION 5.7 which could result in a Material Adverse Change; (d) the occurrence of any other circumstance which could result in a Material Adverse Change; (e) the occurrence of any Loss; and (vf) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan, or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Pension Plan, the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the receipt of notice by the Borrower or any Commonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Managerinstitution of any proceedings or other action by the Internal Revenue Service or the Department of Labor with respect to the minimum funding requirements of any Pension Plan, or the receipt of notice by the Borrower or any Commonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Equity Owneroccurrence or expected occurrence of any event which could result in the incurrence of unpredictable contingent event benefits under Section 302 of ERISA or Section 412 of the IRC with respect to any Pension Plan, FS Advisor any event or GSO (condition which could increase the liability of the Borrower or any replacement subCommonly Controlled Entity or Subsidiary with respect to post-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or retirement welfare benefits under any Plan, or the occurrence of any other event or condition with respect to any Plan which could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty or liability under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC, or any other Credit Documentsapplicable laws, and in each case above, such event or condition, together with all other events or conditions, if any, could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, fine, penalty, or other liabilities in amounts which in the aggregate could result in a Material Adverse Change. The Borrower will deliver to each of the Lenders a true and complete copy of each annual report (Form 5500) of each Plan (other than a Multi-Employer Plan) required to be filed with the Internal Revenue Service, promptly after the filing thereof; and (g) the condemnation or threat of condemnation with respect to any property used or necessary in the conduct of the businesses of the Borrower or any of its Subsidiaries.

Notice of Default, Litigation, etc. The Borrower shall will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower against, any Loan Party or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could result in a Material Adverse Change; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders pursuant to Section 5.7 which could result in a Material Adverse Change; (d) the occurrence of any other circumstance which could result in a Material Adverse Change; (e) the occurrence of any Loss; and (vf) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan (and a statement of a Senior Financial Officer describing such event and the action, if any, that the Borrower or any Commonly Controlled Entity has taken and proposes to take with respect thereto), or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Pension Plan, the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the receipt of notice by any Loan Party or any Commonly Controlled Entity that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Managerinstitution of any proceedings or other action by the Internal Revenue Service or the Department of Labor with respect to the minimum funding requirements of any Pension Plan, or the receipt of notice by any Loan Party or any Commonly Controlled Entity that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Equity Owneroccurrence or expected occurrence of any event which could result in the incurrence of unpredictable contingent event benefits under Section 302 of ERISA or Section 412 of the IRC with respect to any Pension Plan, FS Advisor any event or GSO (condition which could increase the liability of any Loan Party or any replacement subCommonly Controlled Entity with respect to post-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or retirement welfare benefits under any Plan, or the occurrence of any other event or condition with respect to any Plan which could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty, lien or liability under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC, or any other Credit Documentsapplicable laws, and in each case, such event or condition, together with all other events or conditions, if any, could subject any Loan Party (directly or indirectly) to any tax, fine, penalty, lien or other liabilities in amounts which in the aggregate could result in a Material Adverse Change. The Borrower will deliver to each of the Lenders a true and complete copy of each annual report (Form 5500) of each Plan (other than a Multi-Employer Plan) required to be filed with the Internal Revenue Service, promptly after the filing thereof; and (g) the condemnation or threat of condemnation with respect to any property used or necessary in the conduct of the business of any Loan Party.

Notice of Default, Litigation, etc. The Upon a Responsible Officer learning thereof, the Borrower shall will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against against, the Borrower or any Subsidiary or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could result in a Material Adverse Change; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders pursuant to Section 5.7 which could result in a Material Adverse Change; (d) the occurrence of any other circumstance which could result in a Material Adverse Change; (e) the occurrence of any Loss; and (vi) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan, or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Pension Plan, (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the Managertermination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the Equity Owner, FS Advisor or GSO (receipt of notice by the Borrower or any replacement subCommonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, (iii) the institution of any proceedings or other action by the Internal Revenue Service or the Department of Labor with respect to the minimum funding requirements of any Pension Plan, or the receipt of notice by the Borrower or any Commonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, (iv) the occurrence or expected occurrence of any event which could result in the incurrence of unpredictable contingent event benefits under Section 302 of ERISA or Section 412 of the IRC with respect to any Pension Plan, (v) any event or condition which could increase the liability of the Borrower or any Commonly Controlled Entity or Subsidiary with respect to post-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or retirement welfare benefits under any Plan, or (vi) the occurrence of any other event or condition with respect to any Plan which could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty or liability under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC, or any other Credit Documentsapplicable laws, and in each case in clauses (i) through (vi) above, such event or condition, together with all other events or conditions, if any, could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, fine, penalty, or other liabilities in amounts which in the aggregate could result in a Material Adverse Change. The Borrower will deliver to each of the Lenders a true and complete copy of each annual report (Form 5500) of each Plan (other than a Multi-Employer Plan) required to be filed with the Internal Revenue Service, promptly after the filing thereof; and (g) the condemnation or threat of condemnation with respect to any property used or necessary in the conduct of the businesses of the Borrower or any of its Subsidiaries.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to Xxxxx'x, S&P, the Administrative Agent Agent, and the Lenders of: (ia) the occurrence of (i) any Defaultknown Default and (ii) any known event of default (however denominated) or default which, Event with notice, the passage of Default time or Overcollateralization Default Eventboth, would constitute such an event of default, under any Collateral Document; (iib) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iiic) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent or the Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subjectsubject which (i) would be reasonably likely to have a Material Adverse Effect or (ii) relates to this Agreement, any Collateral Document, any other Credit Document or any transactions contemplated hereunder or thereunder; (ivd) to the extent occurrence of any other circumstance which has resulted, or will with the Borrower has knowledge thereofpassage of time result, in a Trigger Event; and (e) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to Agent or the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit DocumentsLenders.

Notice of Default, Litigation, etc. The Upon a Responsible Officer learning thereof, the Borrower shall will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against against, the Borrower or any Subsidiary or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could result in a Material Adverse Change; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders pursuant to Section 5.7 which renders such litigation, arbitration or governmental investigation likely to be adversely determined and, if adversely determined, could result in a Material Adverse Change; (d) the occurrence of any other circumstance which could result in a Material Adverse Change; (e) the occurrence of any Loss; and (vi) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan, or any withdrawal from, or the termination, Plan Reorganization or ERISA Insolvency of any Multiemployer Pension Plan, (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the Managertermination, Plan Reorganization or ERISA Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the Equity Owner, FS Advisor or GSO (receipt of notice by the Borrower or any replacement sub-advisor to FS AdvisorCommonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, (iii) that has impaired the institution of any proceedings or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit Documents.action by the

Notice of Default, Litigation, etc. The Borrower shall give prompt prompt, but in no event more than two (2) Business Days upon obtaining knowledge thereof, notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent of: (i) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and; (v) any material adverse development with respect to the Borrower, the Manager, Manager and the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) Owner that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit Documents; and (vi) the Manager ceasing to serve as manager under the Management Agreement or any termination or breach of the Management Agreement by any party thereto.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to Moody's, S&P and the Administrative Agent Agent, who shall furnish a copy thexxxx xx the Lenders, of: (ia) the occurrence of (i) any Defaultknown Default and (ii) any known event of default (however denominated) or default which, Event with notice, the passage of Default time or Overcollateralization Default Eventboth, would constitute such an event of default, under any Collateral Document; (iib) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iiic) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent or the Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subjectsubject which (i) would be reasonably likely to have a Material Adverse Effect or (ii) relates to this Agreement, any Collateral Document, any other Credit Document or any transactions contemplated hereunder or thereunder; (ivd) to the extent occurrence of any other circumstance which has resulted, or will with the Borrower has knowledge thereofpassage of time result, in a Trigger Event; and (e) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to Agent or the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit DocumentsLenders.

Notice of Default, Litigation, etc. The Upon obtaining knowledge thereof, the Borrower shall will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower against, any Loan Party or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could reasonably be expected to result in a Material Adverse Change, Project Delay or Cost Overrun; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders pursuant to Section 5.7 which could reasonably be expected to result in a Material Adverse Change, Project Delay or Cost Overrun; (d) the occurrence of any other circumstance which could reasonably be expected to result in a Material Adverse Change, a Project Delay or a Cost Overrun; (e) the occurrence of any Loss, any Event of Abandonment or the commencement or threat of a condemnation action; and (vf) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan (and a statement of the chief financial Authorized Officer of the Borrower, describing such event and the action, if any, that the Borrower or any Commonly Controlled Entity has taken and proposes to take with respect thereto), or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Pension Plan, the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the receipt of notice by any Loan Party or any Commonly Controlled Entity that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Managerinstitution of any proceedings or other action by the Internal Revenue Service or the Department of Labor with respect to the minimum funding requirements of any Pension Plan, or the receipt of notice by any Loan Party or any Commonly Controlled Entity that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Equity Owneroccurrence or expected occurrence of any event which could result in the incurrence of unpredictable contingent event benefits under Section 302 of ERISA or Section 412 of the IRC with respect to any Pension Plan, FS Advisor any event or GSO (condition which could increase the liability of any Loan Party or any replacement subCommonly Controlled Entity with respect to post-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or retirement welfare benefits under any Plan, or the occurrence of any other event or condition with respect to any Plan which could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty, lien or liability under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC, or any other Credit Documentsapplicable laws, and in each case, such event or condition, together with all other events or conditions, if any, could subject any Loan Party (directly or indirectly) to any tax, fine, penalty, lien or other liabilities in amounts which in the aggregate could result in a Material Adverse Change. The Borrower will deliver to each of the Lenders a true and complete copy of each annual report (Form 5500) of each Plan (other than a Multiemployer Plan) required to be filed with the Internal Revenue Service, promptly after the filing thereof.

Notice of Default, Litigation, etc. The Upon a Responsible Officer learning thereof, the Borrower shall will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against against, the Borrower or any Subsidiary or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could result in a Material Adverse Change; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders pursuant to Section 5.7 which could result in a Material Adverse Change; (d) the occurrence of any other circumstance which could result in a Material Adverse Change; (e) the occurrence of any Loss; and (vf) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan, or any withdrawal from, or the termination, Reorganization or Insolvency of any Multiemployer Pension Plan, the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the termination, Reorganization or Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the receipt of notice by the Borrower or any Commonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Managerinstitution of any proceedings or other action by the Internal Revenue Service or the Department of Labor with respect to the minimum funding requirements of any Pension Plan, or the receipt of notice by the Borrower or any Commonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Equity Owneroccurrence or expected occurrence of any event which could result in the incurrence of unpredictable contingent event benefits under Section 302 of ERISA or Section 412 of the IRC with respect to any Pension Plan, FS Advisor any event or GSO (condition which could increase the liability of the Borrower or any replacement subCommonly Controlled Entity or Subsidiary with respect to post-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or retirement welfare benefits under any Plan, or the occurrence of any other event or condition with respect to any Plan which could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty or liability under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC, or any other Credit Documentsapplicable laws, and in each case above, such event or condition, together with all other events or conditions, if any, could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, fine, penalty, or other liabilities in amounts which in the aggregate could result in a Material Adverse Change. The Borrower will deliver to each of the Lenders a true and complete copy of each annual report (Form 5500) of each Plan (other than a Multi-Employer Plan) required to be filed with the Internal Revenue Service, promptly after the filing thereof; and (g) the condemnation or threat of condemnation with respect to any property used or necessary in the conduct of the businesses of the Borrower or any of its Subsidiaries.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to Xxxxx’x, S&P and the Administrative Agent Agent, who shall furnish a copy thereof to the Lenders, of: : (ia) the occurrence of (i) any Default, Event of known Default or Overcollateralization Default Event; and (ii) any known event of default (however denominated) or default which, with notice, the passage of time or both, would constitute such an event of default, under any Collateral Document; (b) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; ; (iiic) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent or the Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; subject which (ivi) would be reasonably likely to have a Material Adverse Effect or (ii) relates to this Agreement, any Collateral Document, any other Credit Document or any transactions contemplated hereunder or thereunder; (d) the extent occurrence of any other circumstance which has resulted, or will with the Borrower has knowledge thereofpassage of time result, in a Trigger Event; and (e) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to Agent or the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit DocumentsLenders.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent of: (i) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to the Borrower, the Manager, the Equity Owner, FS Advisor CNL or GSO KKR (or any replacement sub-advisor to FS AdvisorCNL) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit Documents.

Notice of Default, Litigation, etc. The Borrower shall will give prompt notice (but in no event later than ten days after any Responsible Officer of the Borrower has or should reasonably have obtained knowledge thereof) (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent and each Lender of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iiib) any material litigation, arbitration or governmental investigation investigation, suspension or proceeding not previously disclosed by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against against, the Borrower or any of its Subsidiaries or to which any of its properties, assets or revenues is subjectsubject which (i) would be reasonably likely to have a Material Adverse Effect, or (ii) relates to any Loan Document; (ivc) to the extent occurrence of any other circumstance of which any of the officers of the Borrower has knowledge thereof, and which has a reasonable likelihood of resulting in a Material Adverse Effect; (d) any material adverse development which shall occur in any material litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders; and (ve) any material adverse development with respect to of the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under occurrence of any of the other Credit Documentsfollowing events affecting the Borrower or any ERISA Affiliate: (i) an ERISA Event; (ii) a material increase in the Unfunded Pension Liability of any Pension Plan; (iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent of: (i) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to the Borrower, the Manager, the Equity Owner, FS FSIC II Advisor or GSO (or any replacement sub-advisor to FS FSIC II Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit Documents.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent Agent, who shall furnish a copy thereof to the Lender, of: (a) the occurrence of any known Default; (b) (i) the occurrence of any Default, Event of Default or Overcollateralization Default Event; known breach under any Collateral Document and (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) breach under any other Collateral Document; Document that in each case could reasonably be expected to have a Material Adverse Effect; (iiic) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent or the Lender which has been instituted or, to the knowledge of an Authorized Officer of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; subject which (ivi) would be reasonably likely to have a Material Adverse Effect or (ii) relates to this Agreement, any Collateral Document, any other Credit Document or any transactions contemplated hereunder or thereunder; (d) any change in the extent Borrower's Prospectus or Registration Statement involving Investment Policies which would increase the Borrower has knowledge thereof, borrowing limits provided for in the Borrower's Prospectus; and (e) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to Agent or the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit DocumentsLender.

Notice of Default, Litigation, etc. The Upon the Borrower shall obtaining ---------------------------------- knowledge thereof, it will give prompt written notice to the Agent (with i) immediately, of the occurrence of an event or condition consisting of a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate Default, Event of Default or Project Contract Default, specifying the nature of and period of existence thereof and of the actions which what action the Borrower has taken and proposes to take with respect thereto, and (ii) to the Administrative Agent of: (i) promptly, but in any event within 5 Business Days, of the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development following with respect to the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (Borrower or any replacement sub-advisor Project Party: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against such Person which is likely to FS Advisorhave, or could have, a material Adverse Effect on the business, properties, assets, condition (financial or otherwise) that has impaired or is reasonably expected to impair prospects of the Borrower’s Borrower or on the ability of the Borrower or the Pledgor to perform its obligations under this Agreement hereunder or under any of the other Credit DocumentsLoan Documents to which such Person is a party or any other Project Party to perform its obligations under any Project Contract to which it is a party (B) any levy of an attachment, execution or other process against its assets having a value of $1,000,000 or more, (C) the occurrence of an event or condition which shall constitute a default or event of default under any other agreement for borrowed money, (D) any development in the Borrower's business or affairs which has resulted in, or which the Borrower reasonable believes may result in, a Material Adverse Effect on the business properties, assets, condition (financial or otherwise) or prospects of the Borrower, (E) the institution of any proceedings against, or the receipt of notice of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, including but not limited to regulations promulgated under the Resource Conservation and Recovery Act of 1976, 42 U.S.C. "6901 et seq., regulating the generation, handling or disposal of any toxic or -- --- hazardous waste or substance or the release into the environment or storage of any toxic or hazardous waste or substance, the violation of which could or would likely have a Material Adverse Effect on the business, assets, properties condition (financial or otherwise) or prospects of the Borrower, (F) any notice or determination concerning the imposition of any withdrawal liability by a Multiemployer Plan on the Borrower or any of its ERISA Affiliates, the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV or ERISA, the termination of any Plan, and the amount of liability incurred or which may be incurred in connection with any such event, or (G) the occurrence of any casualty in excess of $1,000,000.

Notice of Default, Litigation, etc. The Borrower shall give prompt notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent of: (i) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Borrower to the Administrative Agent which has been instituted or, to the knowledge of the Borrower, is threatened against the Borrower or to which any of its properties, assets or revenues is subject; (iv) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative Agent; and (v) any material adverse development with respect to the Borrower, the Manager, the Equity Owner, FS Global Advisor or GSO (or any replacement sub-advisor to FS Global Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under any of the other Credit Documents.

Notice of Default, Litigation, etc. The Borrower shall will give prompt notice (but in no event later than ten days after any Responsible Officer of the Borrower has or should reasonably have obtained knowledge thereof) (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate of the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect thereto) to the Administrative Agent and each Lender of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (ii) the receipt of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iiib) any material litigation, arbitration or governmental investigation investigation, suspension or proceeding not previously disclosed by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against against, the Borrower or any of its Subsidiaries or to which any of its properties, assets or revenues is subjectsubject which; (ivi) would be reasonably likely to have a Material Adverse Effect, or (ii) relates to any Loan Document; (c) the extent occurrence of any other circumstance of which any of the officers of the Borrower has knowledge thereof, and which has a reasonable likelihood of resulting in a Material Adverse Effect; (d) any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders; and (ve) any material adverse development with respect to of the Borrower, the Manager, the Equity Owner, FS Advisor or GSO (or any replacement sub-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or under occurrence of any of the other Credit Documentsfollowing events affecting the Borrower or any ERISA Affiliate: (i) an ERISA Event; (ii) a material increase in the Unfunded Pension Liability of any Pension Plan: (iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower or any ERISA Affiliate; or (iv) the adoption of any amendment to a Plan subject to section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability.

Notice of Default, Litigation, etc. The Upon a Responsible Officer learning thereof, the Borrower shall will give prompt written notice (with a description in reasonable detail sufficient to enable the Administrative Agent and its counsel to evaluate the nature of and period of existence thereof and of the actions which the Borrower has taken and proposes to take with respect theretodetail) to the Administrative Agent of: (ia) the occurrence of any Default, Event of Default or Overcollateralization Default Event; (iib) the receipt occurrence of any notice of any default which, with notice, the passage of time or both, would constitute an event of default (or any similar event howsoever described) under any other Collateral Document; (iii) any material litigation, arbitration or governmental investigation or proceeding not previously disclosed in writing by the Borrower to the Administrative Agent Lenders which has been instituted or, to the knowledge of the Borrower, is threatened against against, the Borrower or any Subsidiary or to which any of its properties, assets or revenues is subjectsubject which, if adversely determined, could result in a Material Adverse Change; (ivc) to the extent the Borrower has knowledge thereof, any material adverse development which shall occur in any litigation, arbitration or governmental investigation or proceeding previously disclosed by the Borrower to the Administrative AgentLenders pursuant to Section 5.7 which renders such litigation, arbitration or governmental investigation likely to be adversely determined and, if adversely determined, could result in a Material Adverse Change; (d) the occurrence of any other circumstance which could result in a Material Adverse Change; (e) the occurrence of any Loss; and (vi) the occurrence or expected occurrence of any material adverse development Reportable Event with respect to any Single Employer Plan, or any withdrawal from, or the termination, Plan Reorganization or ERISA Insolvency of any Multiemployer Pension Plan, the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or Subsidiary or any Multiemployer Pension Plan with respect to the Borrowerwithdrawal from, or the termination, Plan Reorganization or ERISA Insolvency of, any Single Employer Plan or Multiemployer Pension Plan, or the receipt of notice by the Borrower or any Commonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Managerinstitution of any proceedings or other action by the Internal Revenue Service or the Department of Labor with respect to the minimum funding requirements of any Pension Plan, or the receipt of notice by the Borrower or any Commonly Controlled Entity or Subsidiary that the institution of any such proceedings or the taking of any such action is under consideration or anticipated, the Equity Owneroccurrence or expected occurrence of any event which could result in the incurrence of unpredictable contingent event benefits under Section 302 of ERISA or Section 412 of the IRC with respect to any Pension Plan, FS Advisor any event or GSO (condition which could increase the liability of the Borrower or any replacement subCommonly Controlled Entity or Subsidiary with respect to post-advisor to FS Advisor) that has impaired or is reasonably expected to impair the Borrower’s ability to perform its obligations under this Agreement or retirement welfare benefits under any Plan, or the occurrence of any other event or condition with respect to any Plan which could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, penalty or liability under Title I or Title IV of ERISA, Section 404 or 419 and Chapter 43 of the IRC, or any other Credit Documentsapplicable laws, and in each case in clauses (i) through (vi) above, such event or condition, together with all other events or conditions, if any, could subject the Borrower or any Subsidiary (directly or indirectly) to any tax, fine, penalty, or other liabilities in amounts which in the aggregate could result in a Material Adverse Change. The Borrower will deliver to each of the Lenders a true and complete copy of each annual report (Form 5500) of each Plan (other than a Multi-Employer Plan) required to be filed with the Internal Revenue Service, promptly after the filing thereof ; and (g) the condemnation or threat of condemnation with respect to any property used or necessary in the conduct of the businesses of the Borrower or any of its Subsidiaries.