Parent fails to comply with (a) the laws and regulations applicable to Parent (including, without limitation, ERISA) wherever its business is conducted, (b) the provisions of its charter documents and by‑laws, (c) any agreements and instruments by which it or any of its properties may be bound, or (d) any decrees, orders, and judgments applicable to Parent, except when such failure to comply with any of the foregoing would not materially adversely affect the business, property or financial condition of Parent and its Subsidiaries, taken as a whole; and such failure continues for fifteen (15) days after Notice thereof has been given to the Borrower by the Lender. If at any time while any portion of the Loans or any amount under this Agreement is outstanding, any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any Governmental Authority shall become necessary or required in order that Parent may fulfill any of its obligations under the Parent Guarantee, Parent fails promptly to take or cause to be taken all reasonable steps within the power of Parent to obtain such authorization, consent, approval, permit or license and furnish the Lender with evidence thereof; and such failure continues for fifteen (15) days after Notice thereof has been given to the Borrower by the Lender.