Common use of Notice to Lender Clause in Contracts

Notice to Lender. Borrower shall promptly, and in any event within ten (10) days after Borrower becomes aware of any of the following events, after the occurrence of any of the following events, notify Lender in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: (i) any violation of any Governmental Requirement or Legal Requirement; (ii) any litigation, arbitration or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor, any Constituent Party, or the Property, and any material development therein; (iii) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such taking, or any loss of or substantial damage to the Property; (iv) any labor controversy pending or threatened against Borrower or any Contractor, and any material development in any labor controversy; (v) any notice received by Borrower with respect to the cancellation, alteration, or nonrenewal of any insurance coverage maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontract, or any other breach under any Construction Contract or Design Services Contract, or any event or condition which would permit termination of a Construction Contract or Design Services Contract or subcontract or suspension of performance thereunder, or any notice given by Borrower or any Contractor or Design Professional with respect to any of the foregoing; (vii) any lien filed against any portion of the Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence of an event that with notice and/or the passage of time could be a default with respect to the lien or asserted lien against any portion of the Property; (xi) any breach, default and/or violation of either or both of the Master Lease or the Sublease.

Notice to Lender. Borrower shall promptly, and Provide Lender with immediate telephonic notice (followed by notice in any event within ten (10an Authenticated Record) days after Borrower becomes becoming aware of any of the following following: (a) the happening of any event, occurrence or condition, or series of events, after occurrences or conditions, that would cause any representation contained in ARTICLE 5 to be untrue, inaccurate or misleading; (b) the occurrence existence of a Default or an Event of Default; (c) the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has resulted in, or that may reasonably be expected to result in, a Material Adverse Change; (d) any dispute that may arise between Borrower and any Governmental Unit, including any action relating to any tax liability of Borrower, in connection with which Borrower would be liable (as damages, penalties, fines, costs or expenses, or any combination of the following events, notify Lender in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: foregoing) for a Material amount if adversely determined; (ie) any violation labor controversy resulting in or threatening to result in a strike or work stoppage against Borrower in connection with which Borrower would suffer Material damages; (f) any proposal by any Governmental Unit to acquire any Material Property of Borrower; (g) the location of any Governmental Requirement or Legal Requirement; Collateral other than at Borrower’s place(s) of business as described in the Disclosure Schedule; (iih) any litigationcancellation, arbitration non-renewal, acceleration, draw upon, termination or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor, any Constituent Party, or the Property, and any material development therein; other event (iiias applicable) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such takingletter of credit, bond, note or other financial accommodation in a Material face amount or Material principal amount issued or made to, or in favor of, any loss of other Person, for which Borrower has agreed to or substantial damage is obligated to repay, or to reimburse or indemnify the Property; (iv) any labor controversy pending or threatened against Borrower issuer thereof, the creditor with respect thereto or any Contractorother Person, and in whole or in part (a “Third Party Obligation”), whether such obligation of Borrower arises by reason of the extension of credit, the opening, guaranteeing or confirming of a letter of credit, any material development in any labor controversy; (v) any notice received by Borrower with respect to the cancellationloan, alterationguaranty, or nonrenewal of any insurance coverage maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontractindemnification, or any other breach under manner, whether direct or indirect (including if acquired by purchase, assignment or otherwise), absolute or contingent; (i) the commencement of any Construction Contract litigation, suit, action or Design Services Contractproceeding, at law or in equity (i) against Borrower as defendant, co-defendant, third party defendant or otherwise, involving money or Property of a Material amount, or (b) by Borrower as plaintiff, as counter-claimant or otherwise pursuant to which Borrower has asserted claims for damages of a Material amount; (j) if any Proceeds of Receivables shall include, or any event of the Receivables shall be evidenced by, notes, trade acceptances or condition which would permit termination of a Construction Contract Instruments or Design Services Contract or subcontract or suspension of performance thereunderDocuments, or if any notice given Inventory is covered by Borrower any Certificate of title or any Contractor Chattel paper, whether or Design Professional with respect to any of the foregoingnot negotiable; and (viik) any lien filed against damage to or destruction of any portion Collateral in a Material amount, or the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has caused, or that may cause, a Material loss or depreciation in the value of any Collateral or a Material loss or decline in the value of insured Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence existence of an event that with notice and/or justifying a Material claim under any insurance; provided however, the passage provisions of time could be a default with respect this paragraph (k) shall not apply to (a) obsolete, worn out or surplus Property, (b) Equipment replaced in the lien or asserted lien against any portion ordinary course of Borrower’s business as conducted on the Property; Effective Date, and (xic) any breach, default and/or violation Inventory disposed of either or both in the ordinary course of Borrower’s business as conducted on the Master Lease or the SubleaseEffective Date.

Notice to Lender. Borrower shall promptly, and promptly notify Lender in any event within ten (10) days after Borrower becomes aware writing of any of the following events, after occurrences or events as the occurrence of any of the following events, notify Lender in writing thereofsame become known to Borrower, specifying in each case the action Borrower has taken or will caused to be taken, or proposes to take or cause to be taken, with respect thereto: (ia) the occurrence of any default or any event which with the giving of notice or the lapse of time, or both, could become a default; (b) any violation of material default by Borrower under any Governmental Requirement or Legal Requirementin the payment of any indebtedness (or in the performance of any obligation related thereto); (iic) the occurrence of any litigation, arbitration or governmental investigation or proceeding not previously disclosed by Borrower to Lender which has been instituted or (to the knowledge of Borrower) is threatened against Borrower, any Guarantor, any Constituent Party, Guarantor or the Property, and Property or the occurrence of any material development thereinin any of the foregoing that has been previously disclosed; (iiid) any actual or threatened condemnation or other taking of any material portion of the Property, whether for a temporary or permanent use, or any negotiations with respect to any such taking, or any loss of or substantial damage to any portion of the Property; (ive) the occurrence of any labor controversy not previously disclosed to Lender in writing which is pending or (to the knowledge of Borrower) threatened against Borrower or any ContractorGuarantor, and or the occurrence of any material development in any such labor controversycontroversy previously disclosed to Lender, which in either case would reasonably be expected to have a Material Adverse Effect if adversely determined; and (vf) any notice received by Borrower with respect to the cancellation, alteration, material adverse alteration or nonrenewal non-renewal of any insurance coverage maintained or required to be maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontract, or any other breach under any Construction Contract or Design Services Contract, or any event or condition which would permit termination of a Construction Contract or Design Services Contract or subcontract or suspension of performance thereunder, or any notice given by Borrower or any Contractor or Design Professional with respect to any of the foregoing; (vii) any lien filed against any portion of the Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence of an event that with notice and/or the passage of time could be a default with respect to the lien or asserted lien against any portion of the Property; (xi) any breach, default and/or violation of either or both of the Master Lease or the Sublease.

Notice to Lender. Borrower shall promptly, and Provide Lender with prompt telephonic notice (followed by notice in any event within ten (10an Authenticated Record) days after Borrower becomes becoming aware of any of the following following: (a) the happening of any event, occurrence or condition, or series of events, after occurrences or conditions, that would cause any representation contained in ARTICLE 5 to be untrue, inaccurate or misleading; (b) the occurrence existence of a Default or an Event of Default; (c) the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has resulted in, or that may reasonably be expected to result in, a Material Adverse Change; (d) any dispute that may arise between Borrower and any Governmental Unit, including any action relating to any tax liability of Borrower, in connection with which Borrower would be liable (as damages, penalties, fines, costs or expenses, or any combination of the following events, notify Lender in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: foregoing) for a Material amount if adversely determined; (ie) any violation labor controversy resulting in or threatening to result in a strike or work stoppage against Borrower in connection with which Borrower would suffer Material damages; (f) any proposal by any Governmental Unit to acquire any Material Property of Borrower; (g) the location of any Governmental Requirement or Legal Requirement; Collateral other than at Borrower’s place(s) of business as described in the Disclosure Schedule; (iih) any litigationcancellation, arbitration non-renewal, acceleration, draw upon, termination or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor, any Constituent Party, or the Property, and any material development therein; other event (iiias applicable) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such takingletter of credit, bond, note or other financial accommodation in a Material face amount or Material principal amount issued or made to, or in favor of, any loss of other Person, for which Borrower has agreed to or substantial damage is obligated to repay, or to reimburse or indemnify the Property; (iv) any labor controversy pending or threatened against Borrower issuer thereof, the creditor with respect thereto or any Contractorother Person, and in whole or in part (a “Third Party Obligation”), whether such obligation of Borrower arises by reason of the extension of credit, the opening, guaranteeing or confirming of a letter of credit, any material development in any labor controversy; (v) any notice received by Borrower with respect to the cancellationloan, alterationguaranty, or nonrenewal of any insurance coverage maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontractindemnification, or any other breach under manner, whether direct or indirect (including if acquired by purchase, assignment or otherwise), absolute or contingent; (i) the commencement of any Construction Contract litigation, suit, action or Design Services Contractproceeding, at law or in equity (i) against Borrower as defendant, co-defendant, third party defendant or otherwise, involving money or Property of a Material amount, or (b) by Borrower as plaintiff, as counter-claimant or otherwise pursuant to which Borrower has asserted claims for damages of a Material amount; (j) if any Proceeds of Receivables shall include, or any event of the Receivables shall be evidenced by, notes, trade acceptances or condition which would permit termination of a Construction Contract Instruments or Design Services Contract or subcontract or suspension of performance thereunderDocuments, or if any notice given Inventory is covered by Borrower any Certificate Of Title or any Contractor Chattel Paper, whether or Design Professional with respect to any of the foregoingnot negotiable; and (viik) any lien filed against damage to or destruction of any portion Collateral in a Material amount, or the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has caused, or that may cause, a Material loss or depreciation in the value of any Collateral or a Material loss or decline in the 02 IGXGLOBAL CORP LSA Final.docx 15 of 50 value of insured Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence existence of an event that with notice and/or justifying a Material claim under any insurance; provided however, the passage provisions of time could be a default with respect this paragraph (k) shall not apply to (a) obsolete, worn out or surplus Property, (b) Equipment replaced in the lien or asserted lien against any portion ordinary course of Borrower’s business as conducted on the Property; Effective Date, and (xic) any breach, default and/or violation Inventory disposed of either or both in the ordinary course of Borrower’s business as conducted on the Master Lease or the SubleaseEffective Date.

Notice to Lender. Borrower shall promptly, and Provide Lender with prompt telephonic notice (followed by notice in any event within ten (10an Authenticated Record) days after Borrower becomes becoming aware of any of the following following: (a) the happening of any event, occurrence or condition, or series of events, after occurrences or conditions, that would cause any representation contained in ARTICLE 5 to be untrue, inaccurate or misleading; (b) the occurrence existence of a Default or an Event of Default; (c) the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has resulted in, or that may reasonably be expected to result in, a Material Adverse Change; (d) any dispute that may arise between Borrower and any Governmental Unit, including any action relating to any tax liability of Borrower, in connection with which Borrower would be liable (as damages, penalties, fines, costs or expenses, or any combination of the following events, notify Lender foregoing) for a Material amount if adversely determined; (e) any labor controversy resulting in writing thereof, specifying or threatening to result in each case a strike or work stoppage against Borrower in connection with which Borrower would suffer Material damages; (f) any proposal by any Governmental Unit to acquire any Material Property of Borrower; (g) the action Borrower has taken or will take with respect thereto: location of any Collateral other than at Borrower’s place(s) of business as described in the Disclosure Schedule if (i) any violation consisting of any Governmental Requirement Accounts, Receivables and/or Records (whether physical or Legal Requirement; electronic), or (ii) consisting of any litigationCollateral other than Records, arbitration or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor, any Constituent Party, or the Property, and any material development therein; an in a Material amount; (iiih) any actual cancellation, non-renewal, acceleration, draw upon, termination or threatened condemnation of any portion of the Property, any negotiations other event (as applicable) with respect to any such takingletter of credit, bond, note or other financial accommodation in a Material face amount or Material principal amount issued or made to, or in favor of, any loss of other Person, for which Borrower has agreed to or substantial damage is obligated to repay, or to reimburse or indemnify the Property; (iv) any labor controversy pending or threatened against Borrower issuer thereof, the creditor with respect thereto or any Contractorother Person, and in whole or in part (a “Third Party Obligation”), whether such obligation of Borrower arises by reason of the extension of credit, the opening, guaranteeing or confirming of a letter of credit, any material development in any labor controversy; (v) any notice received by Borrower with respect to the cancellationloan, alterationguaranty, or nonrenewal of any insurance coverage maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontractindemnification, or any other breach under manner, whether direct or indirect (including if acquired by purchase, assignment or otherwise), absolute or contingent; (i) the commencement of any Construction Contract litigation, suit, action or Design Services Contractproceeding, at law or in equity (i) against Borrower as defendant, co-defendant, third party defendant or otherwise, involving money or Property of a Material amount, or (ii) by Borrower as plaintiff, as counter-claimant or otherwise pursuant to which Borrower has asserted claims for damages of a Material amount; (j) if any Proceeds of Receivables shall include, or any event of the Receivables shall be evidenced by, notes, trade acceptances or condition which would permit termination of a Construction Contract Instruments or Design Services Contract or subcontract or suspension of performance thereunderDocuments, or if any notice given Inventory is covered by Borrower any Certificate of Title or any Contractor Chattel Paper, whether or Design Professional with respect to any of the foregoingnot negotiable; and (viik) any lien filed against damage to or destruction of any portion Collateral in a Material amount, or the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has caused, or that may cause, a Material loss or depreciation in the value of any Collateral or a Material loss or decline in the value of insured Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence existence of an event that with notice and/or justifying a Material claim under any insurance; provided however, the passage provisions of time could be a default with respect this paragraph (k) shall not apply to (i) obsolete, worn out or surplus Property, (ii) Equipment replaced in the lien or asserted lien against any portion ordinary course of Borrower’s business as conducted on the Property; Effective Date, and (xiiii) any breach, default and/or violation Inventory disposed of either or both in the ordinary course of Borrower’s business as conducted on the Master Lease or the SubleaseEffective Date.

Notice to Lender. Borrower shall promptly, and Provide Lender with immediate telephonic notice (followed by notice in any event within ten (10an Authenticated Record) days after Borrower becomes becoming aware of any of the following following: (a) the happening of any event, occurrence or condition, or series of events, after occurrences or conditions, that would cause any representation contained in ARTICLE 5 to be untrue, inaccurate or misleading; (b) the occurrence existence of a Default or an Event of Default; (c) the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has resulted in, or that may reasonably be expected to result in, a Material Adverse Change; (d) any dispute that may arise between Borrower and any Governmental Unit, including any action relating to any tax liability of Borrower, in connection with which Borrower would be liable (as damages, penalties, fines, costs or expenses, or any combination of the following eventsforegoing) for a Material amount if adversely determined; (e) any labor controversy resulting in or threatening to result in a strike or work stoppage against Borrower in connection with which Borrower would suffer Material damages; (f) any proposal by any Governmental Unit to acquire any Material Property of Borrower; (g) a violation or alleged violation of any Governmental Rules (including O.S.H.A., notify Lender the FLSA, any Environmental Laws, or U.S. Food and Drug Administration regulations); (h) the location of any Collateral other than at Borrower’s place(s) of business as described in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: Disclosure Schedule; (i) any cancellation, default, non-renewal, acceleration, draw upon, termination or other event (as applicable) with respect to any letter of credit, bond, note or other financial accommodation in a Material face amount or Material principal amount issued or made to, or in favor of, any other Person, for which Borrower has agreed to or is obligated to repay, or to reimburse or indemnify the issuer thereof, the creditor with respect thereto or any other Person, in whole or in part (a “Third Party Obligation”), whether such obligation of Borrower arises by reason of the extension of credit, the opening, guaranteeing or confirming of a letter of credit, any loan, guaranty, indemnification, or any other manner, whether direct or indirect (including if acquired by purchase, assignment or otherwise), absolute or contingent; (j) the commencement of any proceeding by a Governmental Unit or litigation, suit, action or proceeding, at law or in equity (i) against Borrower as defendant, co-defendant, third party defendant or otherwise, involving money or Property of a Material amount, or (ii) by Borrower as plaintiff, as counter-claimant or otherwise pursuant to which Borrower has asserted claims for damages of a Material amount; (k) if any Proceeds of Receivables shall include, or any of the Receivables shall be evidenced by, notes, trade acceptances or Instruments or Documents, or if any Inventory is covered by any Certificate of Title or Chattel Paper, whether or not negotiable; (l) any breach or other violation or claim of a breach or violation of Section 7.4(b); or any Governmental Requirement voluntary or Legal Requirement; involuntary recall by Borrower of any Inventory sold by Borrower; (m) Borrower’s creation or acquisition of any intellectual property used by Borrower in its operations or the conduct of its business that is not otherwise described in any patent security agreement or trademark security agreement previously delivered to Lender; (n) Borrower’s receipt of any notice from the Internal Revenue Service or any applicable state or local taxing authority regarding (i) any claimed deficiency regarding any federal, state or local income tax return of Borrower or any Significant Holder of Borrower’s Equity Interests, (ii) any litigationtax lien, arbitration or governmental investigation (iii) an audit or other examination of any such tax return; (o) the commencement of any action or proceeding instituted at law or threatened in equity against BorrowerBorrower involving potential liability in a Material amount, any Guarantormaterial changes in any existing action or proceeding, or any Constituent Partyjudgment entered against Borrower or its assets; (p) any damage to or destruction of any Collateral in a Material amount, or the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has caused, or that may cause, a Material loss or depreciation in the value of any Collateral or a Material loss or decline in the value of insured Property or the existence of an event justifying a Material claim under any insurance; provided, however, the provisions of this paragraph (m) shall not apply to (i) obsolete, worn out or surplus Property, (ii) Equipment replaced in the Ordinary Course of Business of Borrower, and any material development therein; (iii) any actual or threatened condemnation Inventory disposed of any portion in the Ordinary Course of the Property, any negotiations with respect to any such taking, or any loss Business of or substantial damage to the Property; (iv) any labor controversy pending or threatened against Borrower or any Contractor, and any material development in any labor controversy; (v) any notice received by Borrower with respect to the cancellation, alteration, or nonrenewal of any insurance coverage maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontract, or any other breach under any Construction Contract or Design Services Contract, or any event or condition which would permit termination of a Construction Contract or Design Services Contract or subcontract or suspension of performance thereunder, or any notice given by Borrower or any Contractor or Design Professional with respect to any of the foregoing; (vii) any lien filed against any portion of the Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence of an event that with notice and/or the passage of time could be a default with respect to the lien or asserted lien against any portion of the Property; (xi) any breach, default and/or violation of either or both of the Master Lease or the Sublease.Borrower;

Notice to Lender. Borrower shall promptly, and Provide Lender with immediate telephonic notice (followed by notice in any event within ten (10an Authenticated Record) days after Borrower becomes becoming aware of any of the following following: (a) the happening of any event, occurrence or condition, or series of events, after occurrences or conditions, that would cause any representation contained in ARTICLE 5 to be untrue, inaccurate or misleading; (b) the occurrence existence of a Default or an Event of Default; (c) the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has resulted in, or that may reasonably be expected to result in, a Material Adverse Change; (d) any dispute that may arise between Borrower and any Governmental Unit, including any action relating to any tax liability of Borrower, in connection with which Borrower would be liable (as damages, penalties, fines, costs or expenses, or any combination of the following events, notify Lender in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: foregoing) for a Material amount if adversely determined; (ie) any violation labor controversy resulting in or threatening to result in a strike or work stoppage against Borrower in connection with which Borrower would suffer Material damages; (f) any proposal by any Governmental Unit to acquire any Material Property of Borrower; (g) the location of any Governmental Requirement or Legal Requirement; Collateral (iiother than Inventory in amounts that are not Material in the aggregate) other than at Borrower's place(s) of business as described in the Disclosure Schedule; (h) any litigationcancellation, arbitration non-renewal, acceleration, draw upon, termination or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor, any Constituent Party, or the Property, and any material development therein; other event (iiias applicable) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such takingletter of credit, bond, note or other financial accommodation in a Material face amount or Material principal amount issued or made to, or in favor of, any loss of other Person, for which Borrower has agreed to or substantial damage is obligated to repay, or to reimburse or indemnify the Property; (iv) any labor controversy pending or threatened against Borrower issuer thereof, the creditor with respect thereto or any Contractorother Person, and in whole or in part (a “Third Party Obligation”), whether such obligation of Borrower arises by reason of the extension of credit, the opening, guaranteeing or confirming of a letter of credit, any material development in any labor controversy; (v) any notice received by Borrower with respect to the cancellationloan, alterationguaranty, or nonrenewal of any insurance coverage maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontractindemnification, or any other breach under manner, whether direct or indirect (including if acquired by purchase, assignment or otherwise), absolute or contingent; (i) the commencement of any Construction Contract litigation, suit, action or Design Services Contractproceeding, at law or in equity (i) against Borrower as defendant, co-defendant, third party defendant or otherwise, involving money or Property of a Material amount, or (ii) by Borrower as plaintiff, as counter-claimant or otherwise pursuant to which Borrower has asserted claims for damages of a Material amount; (j) if any Proceeds of Receivables shall include, or any event of the Receivables shall be evidenced by, notes, trade acceptances or condition which would permit termination of a Construction Contract Instruments or Design Services Contract or subcontract or suspension of performance thereunderDocuments, or if any notice given Inventory is covered by Borrower any Certificate of Title or any Contractor Chattel Paper, whether or Design Professional with respect to any of the foregoingnot negotiable; and (viik) any lien filed against damage to or destruction of any portion Collateral in a Material amount, or the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has caused, or that may cause, a Material loss or depreciation in the value of any Collateral or a Material loss or decline in the value of insured Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence existence of an event that with notice and/or justifying a Material claim under any insurance; provided however, the passage provisions of time could be a default with respect this paragraph (k) shall not apply to (i) obsolete, worn out or surplus Property, (ii) Equipment replaced in the lien or asserted lien against any portion ordinary course of Borrower's business as conducted on the Property; Effective Date, and (xiiii) any breach, default and/or violation Inventory disposed of either or both in the ordinary course of Borrower's business as conducted on the Master Lease or the SubleaseEffective Date.

Notice to Lender. Borrower shall promptly, and Provide Lender with immediate telephonic notice (followed by notice in any event within ten (10an Authenticated Record) days after Borrower becomes becoming aware of any of the following following: (a) the happening of any event, occurrence or condition, or series of events, after occurrences or conditions, that would cause any representation contained in ARTICLE 5 to be untrue, inaccurate or misleading; (b) the occurrence existence of a Default or an Event of Default; (c) the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has resulted in, or that may reasonably be expected to result in, a Material Adverse Change; (d) any dispute that may arise between Borrower and any Governmental Unit, including any action relating to any tax liability of Borrower, in connection with which Borrower would be liable (as damages, penalties, fines, costs or expenses, or any combination of the following events, notify Lender in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: foregoing) for a Material amount if adversely determined; (ie) any violation labor controversy resulting in or threatening to result in a strike or work stoppage against Borrower in connection with which Borrower would suffer Material damages; (f) any proposal by any Governmental Unit to acquire any Material Property of Borrower; (g) the location of any Governmental Requirement or Legal Requirement; Collateral other than at Borrower’s place(s) of business as described in the Disclosure Schedule; (iih) any litigationcancellation, arbitration default, non-renewal, acceleration, draw upon, termination or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor, any Constituent Party, or the Property, and any material development therein; other event (iiias applicable) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such takingletter of credit, bond, note or other financial accommodation in a Material face amount or Material principal amount issued or made to, or in favor of, any loss of other Person, for which Borrower has agreed to or substantial damage is obligated to repay, or to reimburse or indemnify the Property; (iv) any labor controversy pending or threatened against Borrower issuer thereof, the creditor with respect thereto or any Contractorother Person, and in whole or in part (a “Third Party Obligation”), whether such obligation of Borrower arises by reason of the extension of credit, the opening, guaranteeing or confirming of a letter of credit, any material development in any labor controversy; (v) any notice received by Borrower with respect to the cancellationloan, alterationguaranty, or nonrenewal of any insurance coverage maintained with respect to the Property; (vi) any failure by Borrower or any Contractor, subcontractor, or supplier to perform any material obligation under any Construction Contract, Design Services Contract, or subcontractindemnification, or any other breach under manner, whether direct or indirect (including if acquired by purchase, assignment or otherwise), absolute or contingent; (i) the commencement of any Construction Contract proceeding by a Governmental Unit, or Design Services Contractlitigation, suit, action or proceeding, at law or in equity (i) against Borrower as defendant, co-defendant, third party defendant or otherwise, involving money or Property of a Material amount, or (b) by Borrower as plaintiff, as counter-claimant or otherwise pursuant to which Borrower has asserted claims for damages of a Material amount; (j) if any Proceeds of Receivables shall include, or any event of the Receivables shall be evidenced by, notes, trade acceptances or condition which would permit termination of a Construction Contract Instruments or Design Services Contract or subcontract or suspension of performance thereunderDocuments, or if any notice given Inventory is covered by Borrower any Certificate of title or any Contractor Chattel paper, whether or Design Professional with respect to any of the foregoingnot negotiable; and (viik) any lien filed against damage to or destruction of any portion Collateral in a Material amount, or the happening of any event, occurrence or condition, or series of events, occurrences or conditions, that has caused, or that may cause, a Material loss or depreciation in the value of any Collateral or a Material loss or decline in the value of insured Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence existence of an event that with notice and/or justifying a Material claim under any insurance; provided however, the passage provisions of time could be a default with respect this paragraph (k) shall not apply to (a) obsolete, worn out or surplus Property, (b) Equipment replaced in the lien or asserted lien against any portion ordinary course of Borrower’s business as conducted on the Property; Effective Date, and (xic) any breach, default and/or violation Inventory disposed of either or both in the ordinary course of Borrower’s business as conducted on the Master Lease or the SubleaseEffective Date.

Notice to Lender. Borrower (a) Loan Parties shall promptly, and promptly (but in any event within ten five (105) days after Borrower becomes aware a Responsible Officer of any a Loan Party obtains Knowledge) provide Lender with written notice of the following events, after (i) the occurrence of any Default or Event of Default, (ii) the following eventscommencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of its Subsidiaries or its respective Property (A) in which the amount of damages claimed is $250,000 or more, (B) which could reasonably be expected to have a Material Adverse Effect or (C) in which the relief sought is an injunction or other stay of performance of any Loan Document, and (iii) any amendments to (and copies of all statements, reports and notices (other than non-material statements, reports and notices delivered in the ordinary course of business) delivered to or by a Loan Party in connection with) any Material Agreement or any Loan Party entering into any Material Agreement or any termination or material breach thereof. (b) Each Loan Party shall promptly (but in any event within three (3) Business Days) after the receipt or occurrence thereof notify Lender in writing thereof, specifying in each case the action Borrower has taken or will take with respect thereto: of (i) any violation written notice received by a Loan Party or any Subsidiary of Loan Party alleging potential or actual violations of any Governmental Requirement or Legal Requirement; Public Health Law, (ii) any litigationnotice that the FDA is limiting, arbitration suspending or governmental investigation revoking any Registration, changing the market classification, distribution pathway or proceeding instituted parameters, or threatened against Borrower, labeling of the products of any Guarantor, any Constituent Loan Party, or considering any of the Propertyforegoing, and any material development therein; (iii) any actual or threatened condemnation of notice that any portion of the Property, any negotiations with respect Loan Party has become subject to any such takingRegulatory Action, or any loss of or substantial damage to the Property; (iv) any labor controversy pending inspections by FDA that results in an FDA Form 483, warning letter or threatened against Borrower or any Contractorother formal notice of serious deficiencies, and any material development in any labor controversy; (v) the exclusion or debarment from any notice received federal healthcare program or debarment or disqualification by Borrower with respect to the cancellationFDA of any Loan Party or any of its respective officers, alterationdirectors, employees, Lenders, or nonrenewal of any insurance coverage maintained with respect to the Property; contractors, or (vi) any failure by Borrower or notice that any Contractorproduct of any Loan Party has been seized, subcontractorwithdrawn, recalled, detained, or supplier subject to perform any material obligation under any Construction Contract, Design Services Contracta suspension of manufacturing, or subcontract, the commencement of any proceedings in the United States or any other breach under any Construction Contract or Design Services Contractjurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any event product are pending or condition which would permit termination of a Construction Contract or Design Services Contract or subcontract or suspension of performance thereunder, or any notice given by Borrower or any Contractor or Design Professional with respect to any of the foregoing; (vii) any lien filed threatened in writing against any portion of the Property or any stop notice served on Borrower in connection with construction of the Improvements; (viii) any required permit, license, certificate, or approval with respect to the Property is not timely issued, or lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence of an event that with notice and/or the passage of time could be a default with respect to the lien or asserted lien against any portion of the Property; (xi) any breach, default and/or violation of either or both of the Master Lease or the SubleaseLoan Party.

Notice to Lender. Borrower shall promptlyor Guarantor shall, and in any event within ten five (105) days after Borrower becomes aware or Guarantor is notified of any of the following events, after the occurrence of any of the following events, notify Lender in writing thereof, specifying in each case the action Borrower or Guarantor has taken or will take with respect thereto: (ia) any violation of any Governmental Requirement law or Legal Requirementgovernmental requirement; (iib) any litigation, arbitration or governmental investigation or proceeding instituted or threatened against Borrower, any Guarantor, any Constituent Party, Borrower or Guarantor or the Property, and any material development therein; (iiic) any actual or threatened condemnation of any portion of the Property, any negotiations with respect to any such taking, or any loss of or substantial damage to the Property; (ivd) any labor controversy pending or threatened against Borrower Borrower, Guarantor or any Contractorcontractor, and any material development in any labor controversy; (ve) any notice received by Borrower or Guarantor with respect to the cancellation, alteration, alteration or nonrenewal non renewal of any insurance coverage required to be maintained with respect to the Propertyby Borrower or Guarantor hereunder; (vif) any failure by Borrower Borrower, Guarantor or any Contractor, subcontractor, or supplier Guarantor’s contractor to perform any material obligation under any Construction Contractsuch construction contract, Design Services Contract, or subcontract, or any other breach under any Construction Contract or Design Services Contract, or any event or condition which would permit termination of a Construction Contract or Design Services Contract or subcontract construction contract or suspension of performance work thereunder, or any notice given by Borrower Borrower, Guarantor or any Contractor or Design Professional contractor with respect to any of the foregoing; (viig) any lien filed against any portion of the Property or any stop notice served on Borrower or Guarantor in connection with construction of the Improvements; or (viiih) any required permit, license, certificate, certificate or approval with respect to Borrower, Guarantor, Guarantor’s contractor or architect, the Property is not timely issuedor the construction thereof necessary for the performance by such persons or entities of such construction or for the use, or occupancy, and operation of the Property lapses or ceases to be in full force and effect; (ix) there is a Material Adverse Effect; (x) Borrower receives notice from a junior lienholder on the Property, or from any other person or entity asserting a lien against any portion of the Property, of a default or occurrence of an event that with notice and/or the passage of time could be a default with respect to the lien or asserted lien against any portion of the Property; (xi) any breach, default and/or violation of either or both of the Master Lease or the Sublease.