OFFICER OF ANY CREDIT PARTY OBTAINS
KNOWLEDGE THEREOF, NOTIFY AGENT AND EACH LENDER IN WRITING OF:
(I)
ANY PENDING OR THREATENED LITIGATION, SUIT, INVESTIGATION,
ARBITRATION, ENFORCEMENT ACTION, DISPUTE RESOLUTION PROCEEDING OR ADMINISTRATIVE
OR REGULATORY PROCEEDING BROUGHT OR INITIATED BY OR AGAINST ANY CREDIT PARTY OR
SUBSIDIARY OF A CREDIT PARTY OR OTHERWISE AFFECTING OR INVOLVING OR RELATING TO
ANY CREDIT PARTY OR SUBSIDIARY OF A CREDIT PARTY OR ANY CREDIT PARTY'S OR
SUBSIDIARY OF A CREDIT PARTY'S PROPERTY TO THE EXTENT (A) THE AMOUNT IN
CONTROVERSY EXCEEDS AN AMOUNT EQUAL TO $100,000 INDIVIDUALLY OR AN AMOUNT EQUAL
TO $150,000 IN THE AGGREGATE FOR ALL SUCH EVENTS OR (B) TO THE EXTENT ANY OF THE
FOREGOING SEEKS INJUNCTIVE RELIEF AGAINST A CREDIT PARTY;
(II)
THE OCCURRENCE OR EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT,
WHICH NOTICE SHALL SPECIFY THE NATURE, STATUS AND PERIOD OF EXISTENCE THEREOF
AND THE ACTIONS PROPOSED TO BE TAKEN WITH RESPECT THERETO;
(III)
ANY OTHER DEVELOPMENT, EVENT, FACT, CIRCUMSTANCE OR CONDITION
THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, IN
EACH CASE DESCRIBING THE NATURE AND STATUS THEREOF AND THE ACTIONS PROPOSED TO
BE TAKEN WITH RESPECT THERETO;
(IV)
ANY MATTER(S) IN AN AMOUNT EQUAL TO $250,000 INDIVIDUALLY OR AN
AMOUNT EQUAL TO $500,000 IN THE AGGREGATE, IN EXISTENCE AT ANY TIME ADVERSELY
AFFECTING THE VALUE, ENFORCEABILITY OR COLLECTIBILITY OF ANY OF THE COLLATERAL;
(V)
TO THE EXTENT NOT DUPLICATIVE OF DELIVERIES MADE HEREUNDER, ANY
MATERIAL WRITTEN NOTICE (INCLUDING ANY NOTICE OF DEFAULT OR ACCELERATION) AND
ANY MATERIAL WRITTEN INFORMATION OR OTHER MATERIAL WRITTEN DELIVERY GIVEN OR
MADE BY OR DELIVERED TO OR RECEIVED BY ANY CREDIT PARTY TO OR FROM ANY LENDER OF
ANY SUCH CREDIT PARTY (AS A LENDER AND NOT IN ANY OTHER CAPACITY), TOGETHER WITH
COPIES THEREOF, AS APPLICABLE INCLUDING IN CONNECTION WITH THE SUBORDINATED LOAN
DOCUMENT;
(VI)
(A) THE RECEIPT OF ANY NOTICE OR REQUEST FROM ANY GOVERNMENTAL
AUTHORITY REGARDING ANY LIABILITY OR CLAIM OF LIABILITY IN THE AMOUNT EQUAL TO
OR EXCEEDING $100,000 INDIVIDUALLY OR $150,000 IN THE AGGREGATE OR (B) ANY
ACTION TAKEN OR THREATENED TO BE TAKEN BY ANY GOVERNMENTAL AUTHORITY (OR ANY
NOTICE OF ANY OF THE FOREGOING) WITH RESPECT TO ANY CREDIT PARTY WHICH WOULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(VII)
RECEIPT OR GIVING OF ANY NOTICE BY ANY CREDIT PARTY REGARDING
TERMINATION OF ANY LEASE OF REAL PROPERTY (OTHER THAN BY EXPIRATION OF THE TERM)
OR ANY SENIOR OFFICER OR EXECUTIVE, OR THE LOSS, TERMINATION OR NOTICE OF
NON-RENEWAL (OTHER THAN BY EXPIRATION OF THE TERM) OF ANY MATERIAL CONTRACT TO
WHICH ANY CREDIT PARTY IS A PARTY OR BY WHICH ITS PROPERTIES OR ASSETS ARE
SUBJECT OR BOUND;
(VIII)
THE FILING, RECORDING OR ASSESSMENT OF ANY FEDERAL, STATE, LOCAL
OR FOREIGN TAX LIEN AGAINST ANY COLLATERAL OR ANY CREDIT PARTY;
(IX)
THE CREATION, ESTABLISHMENT OR ACQUISITION OF ANY SUBSIDIARY OR
THE ISSUANCE BY BORROWER OF ANY CAPITAL STOCK OR OTHER EQUITY SECURITY OR
WARRANT,