The Credit Parties will give notice to the Administrative Agent, and each Term Lender in writing within three (3) Business Days’ of receipt of any written notice of proposed assessment or written notice of the commencement of any material audit or investigation by any Governmental Authority for unpaid Taxes of any Credit Party or any Subsidiary that are due and payable, any commencement of any litigation, proceedings or investigation affecting any Credit Party or any Subsidiary or to which any Credit Party any of its Subsidiaries is or becomes a party involving any claim against any Credit Party that has resulted in or would reasonably be expected to result in (i) liabilities of more than $500,000 that are not covered by insurance policies maintained in accordance with Section 6.07 against any Credit Party or any Subsidiary, (ii) a Material Adverse Effect or (iii) any commencement of (A) a criminal investigation, (B) criminal indictment or (C) a criminal conviction or penalty, in each case, with respect to a felony committed or allegedly committed by any Credit Party or member of Senior Management.  The Credit Parties will give notice to the Administrative Agent and each Term Lender, in writing, in form and detail reasonably satisfactory to the Administrative Agent, within five (5) Business Days’ after obtaining knowledge of any judgment not covered by insurance, final or otherwise, against any Credit Party in an amount in excess of $500,000 or of the entry of any non-monetary judgment that would reasonably be expected to have a Material Adverse Effect.