Common use of Notification of Certain Events, Events of Default and Adverse Developments Clause in Contracts

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly the financial condition and operational results of the Borrower; (c) any judicial, administrative or arbitral proceeding pending against the Borrower or any judicial or administrative proceeding known by the Borrower to have been threatened against it in a written communication which threatened proceeding, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective); (i) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which the Borrower elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of the Borrower, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the Borrower or an Affiliate (present or prospective) as determined by the Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License or certification, or the issuance of any new License or certification for any Facility, under which the Borrower proposes (i) to develop a new Facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to Borrower's business and operation of any Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Administrative Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly fairly, in accordance with GAAP, the financial condition and operational results of the BorrowerBorrowers; (c) any judicial, administrative or arbitral proceeding pending against any of the Borrower Borrowers or any judicial or administrative proceeding known by the Borrower Borrowers to have been threatened against it any of them in a written communication which threatened proceeding, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)cause a Material Adverse Change in any of the Borrowers; (id) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which any of the Borrower Borrowers elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of any of the BorrowerBorrowers, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of any of the Borrower Borrowers or an Affiliate (present or prospective) as determined by the Administrative Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License facility license or certification, or the issuance of any new License license or certification for any Facility, under which any of the Borrower Borrowers proposes (i) to develop a new Facility facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to Borrower's business and operation of any Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to Each Borrower will promptly notify the Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Default or Event of Default under the Financing Documents; (b) any default under a Synthetic Lease or any Assigned Note and/or Note Collateral; (c) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly the financial condition and operational results of the any Borrower; (cd) any judicial, administrative or arbitral proceeding pending against the any Borrower or any judicial or administrative proceeding known by the any Borrower to have been threatened against it in a written communication communication, which threatened proceeding, if adversely decided, could materially adversely affect its any Borrower's financial condition or operations (present or prospective); (ie) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, pending decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which the any Borrower elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs programs, or any accreditation of the any Borrower, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, months as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, assessment of any civil or criminal penalties by any Government Governmental Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the any Borrower or an any Affiliate (present or prospective) as determined by the Agent, Agent in its sole but reasonable discretion; (ef) any other development in the business or affairs of any Borrower which may be a material adverse change in the business or operations of any Borrower; (g) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License or certification, or the issuance of any new License or certification for any Facility, under which the any Borrower proposes (i) to develop a new Facility or service service, and/or (ii) eliminate, materially expand or materially reduce any service; (fh) any actual contingent liability or a potential contingent liability of the any Borrower of $1,000,000 50,000 or moremore individually or in the aggregate; (gi) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in In each case listed described in clauses (a) through (g)h) above, inclusive, of this Section describing such notification shall describe in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), and the action the Borrower proposes Borrowers propose to take with respect thereto or a statement that the Borrower intends Borrowers intend to take no action and an explanation of the reasons for such inaction. In addition, the each Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to such Borrower's business and operation of any Facility and all responses by or on behalf of the such Borrower with respect to such administrative notices.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly fairly, in accordance with GAAP, the financial condition and operational results of the Borrower; (c) any judicial, administrative or arbitral proceeding pending against the Borrower or any judicial or administrative proceeding known by the Borrower to have been threatened against it in a written communication which threatened proceeding, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)cause a Material Adverse Change in the Borrower; (i) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which the Borrower elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of the Borrower, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the Borrower or an Affiliate (present or prospective) as determined by the Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License or certification, or the issuance of any new License or certification for any Facility, under which the Borrower proposes (i) to develop a new Facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to Borrower's business and operation of any Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.the

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to notify the Agent who will forward a copy of the notice to the Lenders Lender upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly fairly, in accordance with GAAP, the financial condition and operational results of the Borrower; (c) any judicial, administrative or arbitral proceeding commenced or pending against the Borrower or any judicial or administrative proceeding known by the Borrower to have been threatened against it in a written communication which threatened proceedingwhich, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)cause a Material Adverse Change in the Borrower; (i) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the pending, revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which the Borrower elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of the Borrower, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the Borrower or an Affiliate (present or prospective) as determined by the Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License or certification, or the issuance of any new License or certification for any Facility, under which the Borrower proposes (i) to develop a new Facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to Borrower's business and operation of any Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.financial

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Agent who will forward a copy of the notice to the Lenders Borrower shall promptly notify Lender upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly the financial condition and operational results of the Borrower; (c) any judicial, administrative or arbitral proceeding commenced or pending against the Borrower or any judicial or administrative proceeding known by the Borrower to have been threatened against it in a written communication which threatened proceedingwhich, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)cause a Material Adverse Change in Borrower; (i) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the pending, revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which the Borrower elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of the Borrower, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the Borrower or an Affiliate (present or prospective) as determined by the AgentLender, in its sole but reasonable discretion; (e) any other development in the business or affairs of Borrower results in a Material Adverse Change; and (f) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License facility license or certification, or the issuance of any new License license or certification for any the Facility, under which the Borrower proposes (i) to develop a new Facility facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (gf), inclusive, of this Section 7.23 describing in detail satisfactory to the Agent Lender the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent Lender immediately after receipt thereof copies of all administrative notices material to Borrower's ’s business and operation of any the Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Administrative Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly fairly, in accordance with GAAP, the financial condition and operational results of the BorrowerBorrowers; (c) any judicial, administrative or arbitral proceeding pending against any of the Borrower Borrowers or any judicial or administrative proceeding known by the Borrower Borrowers to have been threatened against it any of them in a written communication which threatened proceeding, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)cause a Material Adverse Change in any of the Borrowers; (id) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which any of the Borrower Borrowers elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of any of the BorrowerBorrowers, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of any of the Borrower Borrowers or an Affiliate (present or prospective) as determined by the Administrative Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License facility license or certification, or the issuance of any new License license or certification for any Facility, under which any of the Borrower Borrowers proposes (i) to develop a new Facility facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability threatened or noticed in a written communication to any of the Borrower Borrowers of $1,000,000 50,000 or moremore per Facility; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change thereinMaterial Adverse Change; and and (h) in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Administrative Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes Borrowers propose to take with respect thereto or a statement that the Borrower intends Borrowers intend to take no action and an explanation of the reasons for such inaction. In addition, the Borrower Borrowers will furnish to the Administrative Agent immediately after receipt thereof copies of all administrative notices material to Borrower's Borrowers' business and operation of any Facility and all responses by or on behalf of the Borrower Borrowers with respect to such administrative notices.

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge Lender of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly fairly, in accordance with GAAP, the financial condition and operational results of the BorrowerBorrowers; (c) any judicial, administrative or arbitral proceeding pending against any of the Borrower Borrowers or any judicial or administrative proceeding known by the Borrower Borrowers to have been threatened against it any of them in a written communication which threatened proceeding, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)cause a Material Adverse Change in any of the Borrowers; (id) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which any of the Borrower Borrowers elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of any of the BorrowerBorrowers, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the Borrower or an Affiliate (present or prospective) as determined by the Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License or certification, or the issuance of any new License or certification for any Facility, under which the Borrower proposes (i) to develop a new Facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 Borrowers or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to Borrower's business and operation of any Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.an

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly the financial condition and operational results of the Borrower; (c) any judicial, administrative or arbitral proceeding pending against the Borrower or any judicial or administrative proceeding known by the Borrower to have been threatened against it in a written communication which threatened proceeding, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective); (i) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which the Borrower elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of the Borrower, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the Borrower or an Affiliate (present or prospective) as determined by the Agent, in its sole but reasonable discretion; (e) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License or certification, or the issuance of any new License or certification for any Facility, under which the Borrower proposes (i) to develop a new Facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (g), inclusive, of this Section describing in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to Borrower's business and operation of any Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.issuance

Notification of Certain Events, Events of Default and Adverse Developments. Promptly give written notice to the Borrower shall promptly notify Agent who will forward a copy of the notice to the Lenders upon obtaining knowledge of the occurrence of any of the following: (a) any Event of Default under the Financing Documents; (b) any event, development or circumstance whereby the financial statements furnished under the Financing Documents fail in any material respect to present fairly fairly, the financial condition and operational results of the Borrower; (c) any judicial, administrative or arbitral proceeding commenced or pending against the Borrower or any judicial or administrative proceeding known by the Borrower to have been threatened against it in a written communication which threatened proceedingwhich, if adversely decided, could materially adversely affect its financial condition or operations (present or prospective)cause a Material Adverse Change in Borrower; (i) the revocation, suspension, probation, restriction, limitation or refusal to renew, or any administrative procedure then in process for the pending, revocation, suspension, probation, restriction, limitation, or refusal to renew, of any License, or (ii) the decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew, or the pending, decertification, revocation, suspension, probation, restriction, limitation, or refusal to renew or any administrative procedure then in process for any participation or eligibility in any third party payor program in which the Borrower elects to participate, including, without limitation, Medicare, Medicaid or other private insurer programs or any accreditation of the Borrower, or (iii) the issuance or pending issuance of any License for a period of less than twelve (12) months, as a consequence of sanctions imposed by any Governmental Authority, or (iv) the assessment or pending assessment, of any civil or criminal penalties by any Government Authority, any third party payor or any accreditation organization or Person, which could materially adversely affect the financial condition or operations of the Borrower or an Affiliate (present or prospective) as determined by the Agent, in its sole but reasonable discretion; (e) any other development in the business or affairs of Borrower results in a Material Adverse Change; and (f) any action, including, but not limited to, the filing of any certificate of need application if required by law, the amendment of any Facility License facility license or certification, or the issuance of any new License license or certification for any the Facility, under which the Borrower proposes (i) to develop a new Facility facility or service and/or (ii) eliminate, materially expand or materially reduce any service; (f) any actual contingent liability or a potential contingent liability of the Borrower of $1,000,000 or more; (g) any material default or failure to perform by the Borrower, the General Contractor or any subcontractor or materialmen with respect to the Property of if such notice relates to any matter requiring the Agent's or the Lenders' approval hereunder; and (h) any other development in the business or affairs of the Borrower results in a material adverse change therein; and in each case listed in clauses (a) through (gf), inclusive, of this Section 7.23 describing in detail satisfactory to the Agent the nature thereof and, in the case, if any, of notification under clause (a), the action the Borrower proposes to take with respect thereto or a statement that the Borrower intends to take no action and an explanation of the reasons for such inaction. In addition, the Borrower will furnish to the Agent immediately after receipt thereof copies of all administrative notices material to Borrower's ’s business and operation of any the Facility and all responses by or on behalf of the Borrower with respect to such administrative notices.