The Borrower hereby covenants that so long as any indebtedness of the Borrower under this Agreement remains outstanding and unpaid, the Borrower shall, unless otherwise consented to in writing by the Lender, promptly give notice in writing to the Lender of (a) the occurrence of any Default under this Agreement or any other material agreement of the Borrower, and (b) any litigation, proceeding, investigation or dispute which may exist or threatening to occur at any time between the Borrower and any third party which might substantially interfere with the normal business activity of the Borrower or the performance of any obligation under this Agreement.