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

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiary; (f) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened in writing against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers TVI or any of their its respective Subsidiaries and any judicial or administrative proceeding known by any the chief executive officer, chief financial officer or general counsel of the Borrowers TVI to be threatened against any Borrower TVI or any Subsidiary of TVI that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiarywould reasonably be expected to have a Material Adverse Effect; (f) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which that alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection ActAct which if adversely resolved would reasonably be expected to have a Material Adverse Effect; and (g) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that may be materially adversewhich would have a Material Adverse Effect; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender Agent upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any the Borrower or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiaryhave a Material Adverse Effect; (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which that alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of any of the Borrowers Borrower or any of their respective its Subsidiaries that may be materially adverse; have a Material Adverse Effect; (h) in each case describing in detail satisfactory to the Lender Agent the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender Agent and the Lenders upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary exceed One Hundred Thousand Million Dollars ($100,0001,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, receipt by the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiary; (f) the receipt by any of the Borrowers or any Subsidiary Guarantor of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary Guarantor is in material violation of any of the terms of, or has failed to comply with any applicable material Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act, the noncompliance with which would have a materially adverse effect on the Borrower and the Subsidiary Guarantors, taken as a whole; (e) the proposed and actual closing and consummation of the BTP/Borrower Transaction, the BIC/Borrower Transaction, and the Loan Restructuring Transaction or the inability or failure to close and consummate any aspect of the BTP/Borrower Transaction or the BIC/Borrower Transaction for any reason as and when required by the provisions of this Agreement; and (gf) any other development in the business or affairs of any of the Borrowers Borrower or any of their respective its Subsidiaries that may be which is materially adverse; in each case describing in detail satisfactory adverse to the Lender the nature thereof Borrower and the action the Borrowers propose to take with respect thereto.its Subsidiaries taken as a whole;

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower Borrowers or any Subsidiary Subsidiaries exceed One Five Hundred Thousand Dollars ($100,000500,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower it or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by any of the Borrowers or any Subsidiary of their Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; (g) any default under any Government Contract to which any Borrower is a party, any event which if not corrected could give rise to a default under any Government Contract to which any Borrower is a party, or any event under any Government Contract with a contract value of One Million Dollars ($1,000,000) or greater, which if not corrected could give rise to a termination for convenience; and (gh) any other development in the business or affairs of any of the Borrowers or and any of their respective Subsidiaries that may be materially adverseadverse to such Persons taken as a whole; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers Obligors shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Obligors or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary Obligors where the claims against any Borrower or any Subsidiary Obligor exceed One Hundred Thousand Dollars ($100,000) or the Euro Currency Equivalent thereof and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Obligors or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Obligors or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Obligors to be threatened against any Borrower or any Subsidiary thatObligor which, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiarywould have a Material Adverse Effect; (f) the receipt by any of the Borrowers or any Subsidiary Obligors of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary Obligor is in violation of any of the material terms of, or has failed to comply in any material respect with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; andAct or similar laws of any jurisdiction in which any Non-U.S. Obligor is operating and existing; (g) any other development in the business or affairs of any of the Borrowers Obligors or any of their respective Subsidiaries that may be materially adversewhich has had, or which the senior management of any of the Obligors believes will have, a Material Adverse Effect; and in each case describing in detail reasonably satisfactory to the Lender the nature thereof and the action the Borrowers Obligors propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower Borrowers or any Subsidiary Subsidiaries exceed One Five Hundred Thousand Dollars ($100,000500,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower it or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by any of the Borrowers or any Subsidiary of their Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; (g) any default under any Government Contract to which any Borrower is a party, any event which if not corrected could give rise to a default under any Government Contract to which any Borrower is a party, or any termination for convenience of any Government Contract with a contract value of One Million Dollars ($1,000,000) or greater; and (gh) any other development in the business or affairs of any of the Borrowers or and any of their respective Subsidiaries that may be materially adverseadverse to such Persons taken as a whole; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Hundred Thousand Million Dollars ($100,0001,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender Administrative Agent upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Hundred Thousand Million Dollars ($100,0001,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in all material respects and in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary thatwhich, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiaryreasonably would be expected to have a Material Adverse Effect; (f) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act, which violation or failure reasonably would be expected to have a Material Adverse Effect; and (g) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that may which reasonably would be materially adverseexpected to have a Material Adverse Effect; in each case describing in detail reasonably satisfactory to the Lender Administrative Agent the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any Borrower or any Subsidiary of its Subsidiaries exceed One Five Hundred Thousand Dollars ($100,000500,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; (g) any default under any Government Contract to which Borrower is a party, any event which if not corrected could give rise to a default under any Government Contract to which Borrower is a party, or any event under any Government Contract with a contract value of One Million Dollars ($1,000,000) or greater, which if not corrected could give rise to a termination for convenience; and (gh) any other development in the business or affairs of Borrower and any of the Borrowers or any of their respective its Subsidiaries that may be materially adverseadverse to such Persons taken as a whole; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Three Hundred Thousand Dollars ($100,000300,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiarywould reasonably be expected to have a Material Adverse Effect; (f) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which that alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that may which would reasonably be materially adverseexpected to have a Material Adverse Effect; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers Borrower shall promptly notify the Lender upon obtaining actual knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any Borrower or any Subsidiary of its Subsidiaries exceed One Hundred Thousand Million Dollars ($100,0001,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiaryreasonably be expected to have a Material Adverse Effect; (f) the receipt by Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act, which could reasonably be expected to have a Material Adverse Effect; and (g) any other development in the business or affairs of default under any of the Borrowers DoD Contract or any of their respective Subsidiaries that may event which if not corrected could reasonably be materially adverseexpected to give rise to a default under any DoD Contract or a termination for convenience; in each case describing in detail satisfactory to the Lender in its reasonable discretion the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary exceed One Two Hundred Fifty Thousand Dollars ($100,000250,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective SubsidiariesSubsidiary; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any the Borrower or any Subsidiary thatwhich, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiaryreasonably be expected to have a Material Adverse Effect; (f) the receipt by any of the Borrowers Borrower or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply in any material respect with any applicable Laws regulating its operation and business, ,including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act, which could reasonably be expected to have a Material Adverse Effect; and (g) any other development in the business or affairs of any of the Borrowers Borrower or any of their respective its Subsidiaries that may which could reasonably be materially adverseexpected to have a Material Adverse Effect; in each case describing in detail reasonably satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the The Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted against the Company or threatened against any of the Borrowers its Subsidiaries which under GAAP or any of their Subsidiaries Securities Exchange Commission rules are required to be disclosed, and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Company or any Subsidiary where the claims against any Borrower the Company or any Subsidiary exceed One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Company or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Company or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Company to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by any of the Borrowers Company or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Company or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Company and any of the Borrowers or any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Company and/or its Subsidiaries proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Hundred Thousand Two Million Dollars ($100,0002,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act, which violation would, or could reasonably be expected to, have a Material Adverse Effect; and (g) any other development change in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that may be materially adverseSenior Management; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) : ( any Event of Default; (b) ; ( any Default; (c) ; ( any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary exceed One Five Hundred Thousand Dollars ($100,000500,000) and are not covered by insurance; (d) ; ( any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of the Borrower or its Subsidiaries; ( any termination for convenience on any Government Contract, any default under any Government Contract or any event which if not corrected could have a material adverse effect on the business, assets, operations or condition, financial or otherwise, of the Borrowers Borrower or any of their respective Subsidiaries; (e) Affiliate; ( any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary; (f) ); ( the receipt by any of the Borrowers Borrower or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) and ( any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers Guarantor shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Guarantor or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Guarantor or any Subsidiary where the claims against any Borrower Guarantor or any Subsidiary of its Subsidiaries exceed One Hundred Five Thousand Dollars ($100,000500,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Guarantor or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Guarantor or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Guarantor to be threatened against any Borrower it or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by Guarantor or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Guarantor or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of Guarantor and any of the Borrowers or any of their respective its Subsidiaries that may be could have a materially adverseadverse effect on the Guarantor and its Subsidiaries taken as a whole; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Guarantor proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary exceed One Hundred Ten Thousand Dollars ($100,00010,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective SubsidiariesBorrower; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by the Borrower or any of the Borrowers its Subsidiaries to be threatened against any Borrower or any Subsidiary thatit which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of any of the Borrowers Borrower or any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers such Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of such Borrower or any of the Borrowers or any Subsidiary its Subsidiaries where the claims against any such Borrower or any Subsidiary exceed One Hundred Fifty Thousand Dollars ($100,00050,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers such Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers such Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers such Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially materi- ally adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by such Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that such Borrower or any of the Borrowers or any Subsidiary its Subsidiaries is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any proposed public offering or private placement prior to issuance of any offering statement or private placement memorandum; (h) any other development in the business or affairs of any of the Borrowers or Borrower and any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or or, to its knowledge, threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary thatwhich, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiaryresult in a Material Adverse Effect; (f) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; (g) any default under any Government Contract or any event which if not corrected could give rise to a default under any Government Contract or a termination for convenience; and (gh) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that may which could be materially adverseexpected to have a Material Adverse Effect; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the The Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers such Borrower or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers such Borrower or any Subsidiary where the claims against any such Borrower or any Subsidiary Subsidiaries exceed One Five Hundred Thousand Dollars ($100,000500,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers such Borrower or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers such Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers such Borrower to be threatened against any Borrower it or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by such Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers such Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; (g) any default under any Government Contract to which any Borrower is a party, any event which if not corrected could give rise to a default under any Government Contract to which any such Borrower is a party, or any termination for convenience of any Government Contract with a contract value of One Million Dollars ($1,000,000) or greater; and (gh) any other development in the business or affairs of any of the Borrowers or such Borrower and any of their respective Subsidiaries that may be materially adverseadverse to such Persons taken as a whole; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose such Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default;; 29 FY'00 Financing Agreement.doc February 18,20007:59 AM (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers Borrower propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Million Five Hundred Thousand Dollars ($100,0001,500,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail reasonably satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender Agent upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or their knowledge threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Two Hundred Fifty Thousand Dollars ($100,000250,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any default under any contract with any Governmental Authority or any event which if not corrected could give rise to a default under any such contract or a termination for convenience; (f) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary thatwhich, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiary; (fg) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable material Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (gh) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender Agent the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. 126 Each of the Borrowers shall promptly notify the Lender Agent upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Two Hundred Fifty Thousand Dollars ($100,000250,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary thatwhich, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiary; (f) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation in any material respect of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; andand 127 (g) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that which may be materially adverse, including, without limitation, the termination, rescission, revocation, restriction or other limitation on the Borrower's use of the "First Alert" Trademark; in each case describing in detail reasonably satisfactory to the Lender Agent the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Two Hundred Fifty Thousand Dollars ($100,000250,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the consolidated financial condition and operational results of any of the Borrowers or any of their respective Borrower and its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any the Borrower or any Subsidiaryand its Subsidiaries taken as a whole; (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation in any material respect of any of the terms of, or has failed to comply in any material respect with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that which may be materially adverseadverse to the Borrower and its Subsidiaries taken as a whole; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers or any of their Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any Borrower or any Subsidiary exceed One Two Hundred Fifty Thousand Dollars ($100,000250,000) and are not covered by insurance; (d) any contingent liabilities of any Borrower or any Subsidiary in excess of Two Hundred Fifty Thousand Dollars ($250,000). (e) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers or any of their respective Subsidiaries; (ef) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower or any Subsidiary that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiary; (fg) the receipt by any of the Borrowers or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (gh) any other development in the business or affairs of any of the Borrowers or any of their respective Subsidiaries that may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Hundred Thousand Two Million Dollars ($100,0002,000,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and, which violation would, or could reasonably be expected to, have a material adverse affect on its financial condition or operations; (g) any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that may be materially adverse; and (h) any change in Senior Management; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers a Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers or any Subsidiary where the claims against any the Borrower or any Subsidiary exceed One Hundred Thousand Dollars ($100,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers to be threatened against any Borrower it or any Subsidiary thatof its Subsidiaries which, if adversely decided, could materially adversely affect the its financial condition or operations (present or prospective) of any Borrower or any Subsidiary); (f) the receipt by any of the Borrowers Borrower or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that which may be materially adverse; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary of its Subsidiaries exceed One Hundred Twenty-five Thousand Dollars ($100,00025,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective its Subsidiaries; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower it or any Subsidiary of its Subsidiaries that, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiary;have a Material Adverse Effect. (f) the receipt by the Borrower or any of the Borrowers or any Subsidiary its Subsidiaries of any notice, claim or demand from any Governmental Authority which that alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act; and (g) any other development in the business or affairs of the Borrower and any of the Borrowers or any of their respective its Subsidiaries that may be materially adversehave a Material Adverse Effect; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the The Borrowers shall promptly notify the Lender upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or overtly threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims such litigation could reasonably be expected to result in judgments or Liens against any such Borrower or any Subsidiary exceed One of its Subsidiaries in excess of Five Hundred Thousand Dollars ($100,000) 500,000), and such judgments or Liens are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective SubsidiariesSubsidiary; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers or any of their respective Subsidiaries Borrower and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any Borrower or any Subsidiary that, if it which could reasonably be expected to affect materially and adversely decided, could materially adversely affect the Borrowers' financial condition or operations (present or prospective) of any Borrower or any Subsidiarytaken as a whole; (f) the receipt by any of the Borrowers or any Subsidiary Borrower of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers or any Subsidiary Borrower is in violation of any of the terms of, or has failed to comply with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection ActAct if such violation or failure would result in a Material Adverse Effect on the Borrowers taken as a whole; and (g) any other development in the business or affairs of any of Borrower which could reasonably be expected to have a Material Adverse Effect on the Borrowers or any of their respective Subsidiaries that may be materially adversetaken as a whole; in each case describing in detail satisfactory to the Lender the nature thereof and the action the Borrowers propose any Borrower proposes to take with respect thereto.

Notification of Events of Default and Adverse Developments. Each of the Borrowers The Borrower shall promptly notify the Lender Agent and the Lenders upon obtaining knowledge of the occurrence of: (a) any Event of Default; (b) any Default; (c) any litigation instituted or threatened against any of the Borrowers Borrower or any of their its Subsidiaries and of the entry of any judgment or Lien (other than any Permitted Liens) against any of the assets or properties of any of the Borrowers Borrower or any Subsidiary where the claims against any the Borrower or any Subsidiary exceed One Two Hundred Fifty Thousand Dollars ($100,000250,000) and are not covered by insurance; (d) any event, development or circumstance whereby the financial statements furnished hereunder fail in any material respect to present fairly, in accordance with GAAP, the financial condition and operational results of any of the Borrowers Borrower or any of their respective SubsidiariesSubsidiary; (e) any judicial, administrative or arbitral proceeding pending against any of the Borrowers Borrower or any of their respective its Subsidiaries and any judicial or administrative proceeding known by any of the Borrowers Borrower to be threatened against any the Borrower or any Subsidiary thatwhich, if adversely decided, could materially adversely affect the financial condition or operations (present or prospective) of any Borrower or any Subsidiaryreasonably be expected to have a Material Adverse Effect; (f) the receipt by any of the Borrowers Borrower or any Subsidiary of any notice, claim or demand from any Governmental Authority which alleges that any of the Borrowers Borrower or any Subsidiary is in violation of any of the terms of, or has failed to comply in any material respect with any applicable Laws regulating its operation and business, including, but not limited to, the Occupational Safety and Health Act and the Environmental Protection Act, which could reasonably be expected to have a Material Adverse Effect; and (g) any other development in the business or affairs of any of the Borrowers Borrower or any of their respective its Subsidiaries that may which could reasonably be materially adverseexpected to have a Material Adverse Effect; in each case describing in detail reasonably satisfactory to the Lender Agent the nature thereof and the action the Borrowers propose Borrower proposes to take with respect thereto.