Each Grantor will promptly notify Administrative Agent of (a) any change in any material fact or circumstances represented or warranted by Grantor with respect to any of the Collateral or Secured Obligations, (b) any claim, action, or proceeding affecting title to any material part of the Collateral or the Security Interest and, at the request of Administrative Agent, appear in and defend, at such Grantor’s expense, any such action or proceeding, (c) any material damage to or loss of Collateral, and (d) the occurrence of any other event or condition (including, without limitation, matters as to Lien priority) that could have a material adverse effect on the Collateral (taken as a whole) or the Security Interest.