Borrower shall promptly notify Lender of any of the following (and in no event later than three (3) Business Days after a Responsible Officer becoming aware thereof):  (a) the occurrence or existence of any Event of Default; (b) any breach or non-performance of, or any default under, any Contractual Obligation of Borrower or Parent or any violation of, or non-compliance with, any Requirement of Law by Borrower or Holdings LP, which, in either case, would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (c) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between an Obligor and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect; (d) the commencement of, or any material adverse development in, any litigation or proceeding affecting an Obligor (i) in which the amount of damages claimed is $750,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought and which would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any Financing Agreement; (e) any Material Adverse Effect subsequent to the date of the most recent audited financial statements of Borrower or Parent delivered to Lender pursuant to this Agreement; (f) any material change in accounting policies or financial reporting practices by Borrower or Parent; (g) the creation, establishment or acquisition of any Subsidiary of Borrower or Holdings LP; (h) any material change in the investment policies or practices of any Obligor; (i) any material notices given to or from any holder of Equity Interests of Borrower or Holdings LP; and (j) the filing of any notice pursuant to Rule 15c3-1(e), Rule 17a-5(f)(3) or Rule 17a-11 under the Securities Exchange Act with respect to Borrower.  Each notice pursuant to this Section shall be accompanied by a written statement by a Responsible Officer on behalf of Borrower setting forth details of the occurrence referred to therein, and stating what action such Obligor proposes to take with respect thereto and at what time.  Each notice of a Default or of an Event of Default shall describe with particularity any and all clauses or provisions of this Agreement or other Financing Agreement that have been breached or violated.