Borrower shall give prompt written notice to Administrative Agent of any litigation or governmental proceedings pending or threatened against Borrower, Mezzanine B Borrower, Mezzanine A Borrower, Mortgage Borrower or Guarantor, or upon Borrower obtaining Knowledge or receipt of notice thereof against CPLV Tenant and/or CPLV Lease Guarantor, which would reasonably be expected to have a Material Adverse Effect.