Seller will give written notice to Buyer  promptly, but in any event within three (3) Business Days, upon becoming aware of the occurrence of (i) any Event of Default or pending or anticipated Event of Default; (ii) the submission of any claim or the initiation or threat of any legal process or Proceeding, or rule making or disciplinary proceeding by or against Seller, or the promulgation of any proceeding or any proposed or final rule which could reasonably be expected to have a Material Adverse Effect; (iii) any damage to or loss, elimination or destruction of any portion of the Purchased Receivables or (iv) the receipt of notice that (a) any license, permit, charter, registration or approval necessary for the conduct of Seller ’ s business is to be, or may be, suspended or revoked or (b) Seller is to cease and desist any practice, procedure or policy employed by Seller in the conduct of its business, and such suspension, revocation or cessation may reasonably be expected to have a Material Adverse Effect.