Common use of Notices of Material Contracts, Litigation and Defaults Clause in Contracts

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall (i) provide five (5) Business Days written notice to Agent of Borrower (A) executing and delivering any amendment, consent, waiver or other modification to any Material Contract which amendment, consent, waiver or modification could reasonably be expected to have a Material Adverse Effect or (B) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate (included as an update to any schedule delivered therewith), provide written notice to Agent after the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Event of Default, (iii) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened against any Credit Party, (iv) if there is any infringement or claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (v) of all returns, recoveries, disputes and claims that involve more than $250,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Borrower shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall (i) provide Credit Parties shall promptly (but in any event within five (5) Business Days written notice to Agent of Borrower (ADays) executing and delivering any amendment, consent, waiver or other modification to any Material Contract which amendment, consent, waiver or modification could reasonably be expected to have a Material Adverse Effect or (B) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate (included as an update to any schedule delivered therewith), provide written notice to Agent after the execution of any new Material Contract Credit Party or of receiving Subsidiary receives or delivering delivers any written notice of termination or default (or similar notice notice) in connection with any Material Contract Contract, and (without duplication of ii) Credit Parties shall provide, together with the next Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any notice provided pursuant to Section 4.9(a)(i)(B)Credit Party or Subsidiary (1) and/or executes and delivers any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed(other than change orders incurred in the Ordinary Course of Business) or (2) enters into any new Material Contract and shall, upon written request of Agent, promptly provide Agent a copy thereof. (b) Borrowers will give prompt Credit Parties shall promptly (but in any event within five (5) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened (in writing) against any Credit Party, (iv) if there is any infringement or claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (v) of all returns, recoveries, disputes and claims that involve more than $250,0001,000,000, and (vi) any notices of default given or received with respect to any Permitted Servicing Joint Venture and, upon written request of the Agent, such additional material or documentation provided by or to the Credit Parties with respect to each such Permitted Servicing Joint Venture as may be reasonably requested. Borrowers Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other any Credit Party as of the Closing Date. (c) Borrower shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall (i) Borrowers will provide five (5) Business Days written notice to Agent within three (3) Business Days of Borrower (A1) executing and delivering any amendment, consent, waiver or other modification to any Material Contract which amendment, consent, waiver is material and adverse to the interest of the Lenders or modification could which would reasonably be expected to have result in a Material Adverse Effect or (B2) receiving or delivering any notice of termination or material default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect Contract, and (ii) together with delivery of the next Compliance Certificate (included as an update to the such any schedule delivered therewith)) delivered with respect to the last month of a fiscal quarter. Together with the delivery of the next Compliance Certificate delivered with respect to the last month of a fiscal quarter, Borrower will provide written notice to Agent after of the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which that would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which that in any manner calls call into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit PartyParty if such strike or other labor dispute would reasonably be expected to cause a Material Adverse Effect, (iv) if there is any infringement or claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (v) of all returns, recoveries, disputes and claims that involve more than $250,000500,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Borrower shall, and shall cause each Credit PartyParty to, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, use commercially reasonable efforts to make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) provide five (5) Business Days written notice to Agent of after any Borrower or Subsidiary (A1) executing executes and delivering delivers any amendment, consent, waiver or other modification to any Material Contract which amendmentis materially adverse to (x) Agent or Lenders, consent(y) Borrowers or their Subsidiaries, waiver or modification (z) which could reasonably be expected to have a Material Adverse Effect or (B2) receiving receives or delivering delivers any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate (included as an update to the such any schedule delivered therewith), provide written notice to Agent after ) the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers will give prompt shall promptly (but in any event within five (5) Business Days provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit PartyParty that could reasonably be expected to have a Material Adverse Effect, (iv) if there is any infringement or claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property Material Intangible Assets rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (v) of all returns, recoveries, disputes and claims that involve more than $250,000500,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date4.9(b). (c) Borrower shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them MidCap / Sientra / Second A&R Credit and Security Agreement (Term) reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party. (d) Borrower shall, and shall cause each Credit Party, to provide written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower obtaining knowledge that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business has ceased, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, has ceased or such Product has been withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn. (e) Borrower shall, and shall cause each Credit Party, to provide promptly, but in any event within five (5) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or would reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) provide five (5) Business Days written notice to Agent of after any Borrower or Subsidiary (A1) executing executes and delivering delivers any amendment, consent, waiver or other modification to any Material Contract which amendmentis materially adverse to (x) Agent or Lenders, consent(y) Borrowers or their Subsidiaries, waiver or modification (z) which could reasonably be expected to have a Material Adverse Effect or (B2) receiving receives or delivering delivers any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate (included as an update to the such any schedule delivered therewith), provide written notice to Agent after ) the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers will give prompt shall promptly (but in any event within five (5) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit PartyParty that could reasonably be expected to have a Material Adverse Effect, (iv) if there is any infringement or claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property Material Intangible Assets rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (v) of all returns, recoveries, disputes and claims that involve more than $250,000500,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date4.9(b). (c) Borrower shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party. MidCap / Sientra / A&R Credit and Security Agreement (Revolving) \DC - 036639/000049 - 14174740 v12 (d) Borrower shall, and shall cause each Credit Party, to provide written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower obtaining knowledge that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business has ceased, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, has ceased or such Product has been withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn. (e) Borrower shall, and shall cause each Credit Party, to provide promptly, but in any event within five (5) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or would reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) provide five (5) Business Days written notice to Agent of after any Borrower or Subsidiary (A1) executing executes and delivering delivers any amendment, consent, waiver or other modification to any Material Contract which amendmentis materially adverse to (x) Agent or Lenders, consent(y) Borrowers or their Subsidiaries, waiver or modification (z) which could reasonably be expected to have a Material Adverse Effect or (B2) receiving receives or delivering delivers any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate (included as an update to the such any schedule delivered therewith), provide written notice to Agent after ) the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers will give prompt shall promptly (but in any event within five (5) Business Days provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit PartyParty that could reasonably be expected to have a Material Adverse Effect, (iv) if there is any infringement or claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property Material Intangible Assets rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (v) of all returns, recoveries, disputes and claims that involve more than $250,000500,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date4.9(b). (c) Borrower shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party. MidCap / Sientra / A&R Credit and Security Agreement (Xxxx) \XX - 000000/000000 - 00000000 x00 (x) Borrower shall, and shall cause each Credit Party, to provide written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower obtaining knowledge that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business has ceased, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, has ceased or such Product has been withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn. (e) Borrower shall, and shall cause each Credit Party, to provide promptly, but in any event within five (5) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or would reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide three (3) Business Days (i) provide five (5) Business Days written notice to Agent of Borrower (A1) executing and delivering any amendment, consent, waiver or other modification to any any (a) MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399 Material Contract which amendment, consent, waiver is material and adverse to such Material Contract or modification could which would reasonably be expected to have a Material Adverse Effect or (B2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate due after such date (included as an update to any such schedule delivered therewith), provide written notice to Agent after ) the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit Party, which would reasonably be expected to have a Material Adverse Effect (iv) if there is any infringement or written claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property rights of any Credit Party that could would reasonably be expected to have a Material Adverse Effect, or if there is any written claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers and an adverse resolution of such claim would reasonably be expected to have a Material Adverse Effect, and (v) of all returns, recoveries, disputes and claims that involve more than $250,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Borrower shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party to, make reasonably available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party. (d) Borrower shall, and shall cause each Credit Party to, promptly (but in any event within five (5) Business Days of any request therefor) deliver to Agent information and documentation reasonably requested by Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws. (a) MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399

Notices of Material Contracts, Litigation and Defaults. (a) Borrower Credit Parties shall provide (i) provide five (5) Business Days (or such shorter period as reasonably agreed to by Agent) written notice to Agent of Borrower a Credit Party (A1) executing and delivering any amendment, consent, waiver or other modification to any Material Contract which amendment, consent, waiver is materially adverse to the interests of the Agent or modification the Lenders to such Material Contract or which could reasonably be expected to have a Material Adverse Effect or (B2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate (included as an update to the such any schedule delivered therewith)) in respect of the last month of the following Fiscal Quarter, provide written notice to Agent after the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers Credit Parties will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower Credit Party becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any BorrowerCredit Party’s knowledge, threatened against any Credit Party, that could reasonably be expected to result in a Material Adverse Effect, (iv) if there is any infringement or written claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property rights Material Intangible Asset of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or Effect and (v) if there is any written claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, others and (v) an adverse resolution of all returns, recoveries, disputes and claims that involve more than $250,000such claim could reasonably be expected to have a Material Adverse Effect. Borrowers Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all material litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Borrower shall, and Credit Parties shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof Closing Date and continuing through the termination of this Agreement, Borrower shall, and Credit Parties shall cause each Credit Party to, use their best efforts to make available to Agent and each Lender, without expense to Agent or any Lender, in a commercially reasonable manner and in light of other obligations of such persons, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower Credit Parties shall (i) provide five (5) Business Days (or such shorter period as reasonably agreed to by Agent) (i) written notice to Agent of Borrower a Credit Party (A1) executing and delivering any amendment, consent, waiver or other modification to any Material Contract which amendment, consent, waiver is materially adverse to the interests of the Agent or modification the Lenders to such Material Contract or which could reasonably be expected to have a Material Adverse Effect or (B2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of the next Compliance Certificate (included as an update to the such any schedule delivered therewith)) in respect of the last month of the following Fiscal Quarter, provide written notice to Agent after the execution of any new Material Contract or of receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. (b) Borrowers Credit Parties will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower Credit Party becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or, to any BorrowerCredit Party’s knowledge, threatened against any Credit Party, that could reasonably be expected to result in a Material Adverse Effect, (iv) if there is any infringement or written claim of infringement made or threatened in writing by any other Person with respect to any Intellectual Property rights Material Intangible Asset of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or Effect and (v) if there is any written claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, others and (v) an adverse resolution of all returns, recoveries, disputes and claims that involve more than $250,000such claim could reasonably be expected to have a Material Adverse Effect. Borrowers Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section and all material litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Borrower shall, and Credit Parties shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and Credit Parties shall cause each Credit Party to, use their best efforts to make available to Agent and each Lender, without expense to Agent or any Lender, in a commercially reasonable manner and in light of other obligations of such persons, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.